exv10w3






Exhibit 10.3




ENSCO INTERNATIONAL INCORPORATED




2005 LONG-TERM INCENTIVE PLAN




(As Revised and Restated on December 22, 2009 and

As Assumed by Ensco International plc as of December 23, 2009)




SECTION 1

ESTABLISHMENT AND PURPOSE




     (a) Effective Date; Shareholder Approval. This Plan became effective as of January 1,
2005, and applicable to the Awards granted to each Participant after prior approval of the
Committee and by a vote at the 2005 annual meeting of the ENSCO International Incorporated
stockholders (the “2005 Annual Meeting”) of the owners of at least a majority of the shares of
common stock of ENSCO International Incorporated, present in person or by proxy and entitled to
vote at the 2005 Annual Meeting. This Plan was assumed by the Company effective as of December 23,
2009. The ENSCO International Incorporated 1998 Incentive Plan (the “1998 Incentive Plan”) shall
continue to apply to and govern the determination, exercise and payment of options and awards
granted under the 1998 Incentive Plan; provided that no options or awards were permitted to be
granted under the 1998 Incentive Plan after the 2005 Annual Meeting.



     (b) Purpose. This Plan has been established to (i) offer selected Employees,
including officers, of the Company or its Subsidiaries an equity ownership or related financial
interest and opportunity to participate in the growth and financial success of the Company and to
accumulate capital for retirement on a competitive basis, (ii) provide the Company an opportunity
to attract and retain the best available personnel for positions of substantial responsibility,
(iii) create long-term value and encourage equity participation in the Company by eligible
Participants by making available to them the benefits of a larger ADS ownership in the Company or
related financial interest through share options, restricted share awards, and, effective as of
November 3, 2009, performance unit awards, (iv) provide incentives to such Employees by means of
market-driven and performance-related incentives to achieve long-term performance goals and
measures, and (v) promote the growth and success of the Company’s business by aligning the
financial interests of Employees with that of the other holders of ADSs. Toward these objectives,
this Plan provides for the grant of Options, Restricted ADS Awards, some of which may be
Performance Awards, and effective as of November 3, 2009, Performance Unit Awards.



     Through this Plan, the Company intends to provide additional benefits to a select group of
management or highly compensated employees of the Company and its Subsidiaries. Accordingly, it is
intended that this Plan shall not constitute a “qualified plan” subject to the limitations of
Section 401(a) of the Code, nor shall it constitute a “funded plan” for purposes of such
requirements. It is also intended that this Plan shall be exempt from the participation and
vesting requirements of Part 2 of Title I of ERISA, the funding requirements of Part 3 of Title I
of ERISA, and the fiduciary requirements of Part 4 of Title I of ERISA by reason of the exclusions
afforded plans which are unfunded and maintained by an employer primarily for the purpose of
providing deferred compensation for a select group of management or highly compensated employees.



 









 





     Each Participant or Beneficiary shall have the status of an unsecured general creditor of the
Company as to this Plan and/or any asset identified specifically by the Company as a reserve for
the discharge of its obligations under this Plan.



SECTION 2

DEFINITIONS




     For purposes of this Plan, the following terms have the following meanings, unless another
definition is clearly indicated by particular usage and context:



     “Act” shall mean the U.K. Companies Act 2006.



     “ADR” shall mean an American depositary receipt which evidences an American depositary
share representing a Class A ordinary share in the Company.



     “ADS” shall mean an American depositary share which represents a Class A ordinary
share in the Company and evidenced by an American depositary receipt, as adjusted in accordance
with Section 10 (if applicable).



     “Award” shall mean any Option, Restricted ADS Award, Performance Award, Performance
Unit Award, or any other right, interest or option relating to ADSs whether granted singly, in
combination or in tandem, to a Participant pursuant to such applicable terms, conditions, and
limitations as the Committee may establish and set forth in the applicable Award Agreement in order
to fulfill the objectives of this Plan.



     “Award Agreement” shall mean a written agreement between the Company and a Participant
who is an Employee setting forth the terms, conditions and limitations applicable to an Award,
including any amendments thereto.



     “Award Deed” shall mean a deed executed by the Company evidencing the grant of an
Award under this Plan.



     “Board” shall mean the board of directors of the Company, as duly elected from time to
time.



     “Change in Control” shall mean, except as provided in the next paragraph, the
occurrence of any of the following events: (a) any person or group within the meaning of the U.S.
Securities Exchange Act of 1934, as amended, acquired (together with voting securities of the
Company held by such person or group) more than 50% of the outstanding voting securities of the
Company (whether directly, indirectly, beneficially or of record) pursuant to any transaction or
combination of transactions, or (b) the individuals who, on the Effective Date of this Plan,
constituted the Board (the “Incumbent Board”) cease, for any reason, to constitute at least a
majority thereof. For purposes of this provision, a person becoming a Director subsequent to the
Effective Date of this Plan whose election or nomination for election by the Company’s shareholders
was approved by a vote of at least a majority of the Directors comprising the Incumbent Board shall
for this purpose be considered as though he or she was a member of the Incumbent Board.



			
	 	 	 
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     For purposes of each Award granted on or after November 3, 2009, Change in Control shall mean
the occurrence of any of the following events: (a) a change in the ownership of the Company, which
occurs on the date that any one person, or more than one person acting as a group, acquires
ownership of Shares or ADSs that, together with Shares or ADSs held by such person or group,
constitutes more than 50% of the total voting power of the Shares or ADSs, or (b) a majority of the
members of the Board is replaced during any twelve (12)-month period by directors whose appointment
or election is not endorsed by a majority of the members of the Board prior to the date of the
appointment or election. The determination of whether a Change in Control has occurred shall be
determined by the Committee consistent with Section 409A of the Code.



     Notwithstanding the foregoing paragraphs, a “Change in Control” of the Company shall not be
deemed to have occurred by virtue of the consummation of any transaction or series of related
transactions immediately following which the beneficial owners of the voting Shares or ADSs
immediately before such transaction or series of transactions continue to have a majority of the
direct or indirect ownership in one or more entities which, singly or together, immediately
following such transaction or series of transactions, either (a) own all or substantially all of
the assets of the Company as constituted immediately prior to such transaction or series of
transactions, or (b) are the ultimate parent with direct or indirect ownership of all of the voting
Shares or ADSs after such transaction or series of transactions.



     The stockholders of ENSCO International Incorporated approved and adopted at the Special
Meeting of Stockholders on December 22, 2009 the “Agreement and Plan of Merger and Reorganization,”
by and between ENSCO International Incorporated and ENSCO Newcastle LLC, a newly formed Delaware
limited liability company (“Ensco Mergeco”) and a wholly-owned subsidiary of ENSCO Global Limited,
a newly formed Cayman Islands exempted company (“Ensco Cayman”) and a wholly-owned subsidiary of
ENSCO International Incorporated, pursuant to which Ensco Mergeco merged with and into ENSCO
International Incorporated (the “2009 Merger”), with ENSCO International Incorporated surviving the
2009 Merger as a wholly-owned subsidiary of Ensco Cayman which is a wholly-owned subsidiary of the
Company (the “2009 Reorganization”). Specifically, the 2009 Reorganization shall not constitute a
Change in Control of ENSCO International Incorporated.



     “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended, and any
successor statute. Reference in this Plan to any section of the Code shall be deemed to include
any amendments or successor provisions to such section and any regulations promulgated under such
section by the U.S. Department of Treasury.



     “Committee” shall mean the Nominating, Governance and Compensation Committee of the
Board, the Executive Compensation Subcommittee of the Nominating, Governance and Compensation
Committee of the Board or such other Committee or subcommittee as may be appointed by the Board
from time to time, which shall be comprised solely of two or more persons who are Disinterested
Directors.



     “Company” shall mean Ensco International plc, a public limited company incorporated
under the laws of England and Wales, or any successor thereto.



			
	 	 	 
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     “Covered Employee” shall mean, effective January 1, 2007, an Employee who would be
subject to Section 162(m) of the Code such that on the last day of the taxable year, the Employee
(a) is the principal executive officer of the Company (or is acting in such capacity), or (b) if
the total compensation of such Employee for that taxable year is required to be reported to
shareholders of the Company under the Exchange Act by reason of such Employee being among the three
highest compensated officers of the Company for that taxable year (other than the principal
executive officer or the principal financial officer of the Company) as determined pursuant to the
executive compensation disclosure rules under the Exchange Act contained in Item 402 of Regulation
S-K, as amended by the U.S. Securities and Exchange Commission on September 8, 2006.



     “Date of Grant” shall mean, in relation to any Award granted on or after December 23,
2009, the date on which the Committee resolves to grant an Award to a Participant and the Award is
granted by way of an Award Deed. In relation to any Awards granted prior to December 23, 2009,
“Date of Grant” shall mean the date on which the Committee resolves to grant an Award to a
Participant.



     “Director” shall mean a member of the Board.



     “Disinterested Director” shall mean a member of the Board who is (a) a Non-Employee
Director, if required by the Charter of the Committee, (b) an Outside Director, and (c)
“independent” within the meaning of the applicable rules and regulations of the U.S. Securities and
Exchange Commission and the New York Stock Exchange (or, in each case, any successor provision or
term).



     “Effective Date” shall mean January 1, 2005.



     “Employee” shall include every individual performing Services for the Company or its
Subsidiaries if the relationship between such individual and the Company or its Subsidiaries is the
legal relationship of employer and employee. This definition of “Employee” is qualified in its
entirety and is subject to the definition set forth in Section 3401(c) of the Code.



     “ERISA” shall mean the U.S. Employee Retirement Income Security Act of 1974, as
amended, and any successor statute. Reference in this Plan to any section of ERISA shall be deemed
to include any amendments or successor provisions to such section and any regulations promulgated
under such section by the U.S. Department of Labor.



     “Employee Taxes” shall mean, effective May 31, 2006, any federal, state, local income
taxes and/or other taxes imposed by the Host Country and/or country of the Participant’s residence.



     “Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and as
interpreted by the rules and regulations promulgated thereunder.



     “Exercise Price” shall mean the amount for which one ADS may be purchased upon
exercise of an Option, as specified by the Committee in the applicable Option Agreement, but in no
event less than the Fair Market Value of an ADS on the Date of Grant of the Option.



			
	 	 	 
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     “Fair Market Value” shall mean, effective December 26, 2006, the closing market price
per ADS at which the securities are traded on the New York Stock Exchange or, if not traded on the
New York Stock Exchange, such other principal U.S. market for such securities as may be applicable
on the Date of Grant or such other date of determination. If at any time the securities are not
traded on the New York Stock Exchange or another principal U.S. market, the fair market value per
ADS of the securities on the Date of Grant or such other date of determination shall be determined
in good faith by the Committee by the reasonable application by the Committee of a reasonable
valuation method in accordance with the U.S. Treasury regulations under Section 409A of the Code.



     “Host Country” shall mean, effective May 31, 2006, the country or residence of the
Company or its Subsidiary which has the legal relationship of employer and employee with the
Employee.



     “ISO” shall mean an Option which is granted to an individual, is designated in the
Option Agreement to be an ISO, and which meets the requirements of Section 422(b) of the Code,
pursuant to which the Optionee has no tax consequences resulting from the grant or, subject to
certain holding period requirements, exercise of the option and, if those holding period
requirements are satisfied, the employer is not entitled to a business expense deduction with
respect thereto.



     “NSO” shall mean an Option not intended to be or which does not qualify as an ISO.



     “Non-Employee Director” shall mean a Director of the Company who either (a) is not an
Employee or Officer, does not receive compensation (directly or indirectly) from the Company or a
Subsidiary in any capacity other than as a Director (except for an amount as to which disclosure
would not be required under Item 404(a) of Regulation S-K), does not possess an interest in any
other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K and
is not engaged in a business relationship as to which disclosure would be required under Item
404(b) of Regulation S-K, or (b) is otherwise considered a “non-employee director” for purposes of
Rule 16b-3.



     “Normal Retirement Age” shall mean with respect to a Participant who is an Officer or
Employee the later of (a) his or her 65th birthday, or (b) the date a Participant has
credit for a “period of service” under the ENSCO Savings Plan of at least twenty (20) years,
considering for purposes of this Plan (i) with respect to any Participant hired before the
Effective Date, any other prior service recognized previously by the Company as of his or her date
of hire by the Company or any Subsidiary, and (ii) with respect to any Participant hired after the
Effective Date, any other prior service recognized by the Committee. The Committee, in its
discretion, may consider such a Participant whose employment terminates after his or her
62nd birthday but prior to satisfying the requirements specified in the preceding
sentence to have retired on or after his or her Normal Retirement Age.



     “Officer” shall mean a person who is an “officer” of the Company or any Subsidiary
within the meaning of Section 16 of the Exchange Act (whether or not the Company is subject to the
requirements of the Exchange Act).



			
	 	 	 
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     “Option” shall mean either an ISO or NSO, as the context requires, granted pursuant to
Section 6.



     “Option Agreement” shall mean the agreement executed between the Company and an
Optionee that contains the terms, conditions and restrictions pertaining to the granting of an
Option, including any amendments thereto.



     “Optionee” shall mean a Participant who holds an Option.



     “Outside Director” shall mean a Director of the Company who either (a) is not a
current employee of the Company or an “affiliated corporation” (within the meaning of the U.S.
Treasury regulations promulgated under Section 162(m) of the Code), is not a former employee of the
Company or an “affiliated corporation” receiving compensation for prior services (other than
benefits under a tax-qualified pension plan), has not been an officer of the Company or an
“affiliated corporation” at any time and is not currently receiving (within the meaning of the U.S.
Treasury regulations promulgated under Section 162(m) of the Code) direct or indirect remuneration
from the Company or an “affiliated corporation” for services in any capacity other than as a
Director, or (b) is otherwise considered an “outside director” for purposes of Section 162(m) of
the Code.



     “Participants” shall mean those individuals described in Section 1 selected by
the Committee who are eligible under Section 4 for grants of Awards.



     “Performance Awards” shall mean a Restricted ADS Award granted to a Participant who is
an Employee that becomes vested and earned solely on account of the attainment of a specified
performance target in relation to one or more Performance Goals, and which is subject to such
applicable terms, conditions, and limitations as the Committee may establish and set forth in the
applicable Award Agreement in order to fulfill the objectives of this Plan.



     “Performance Goals” shall mean, with respect to any Performance Award or Performance
Unit Award, the business criteria (and related factors) selected by the Committee to measure the
level of performance of the Company during the Performance Period, in each case, prepared on the
same basis as the financial statements published for financial reporting purposes, except as
adjusted pursuant to Section 7(h)(iv) or Section 8(g)(i). The Committee may select
as the Performance Goal for a Performance Period any one or combination of the following Company
measures, as interpreted and defined by the Committee, which measures (to the extent applicable)
will be determined in accordance with U.S. GAAP:




	 	(a)	 	Net income as a percentage of revenue;
	 
	 	(b)	 	Earnings per share;
	 
	 	(c)	 	Return on net assets employed before interest and taxes (RONAEBIT);
	 
	 	(d)	 	Operating margin as a percentage of revenue;
	 
	 	(e)	 	Safety performance relative to industry standards and the Company annual target;





			
	 	 	 
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	 	(f)	 	Strategic team goals;
	 
	 	(g)	 	Net operating profit after taxes;
	 
	 	(h)	 	Net operating profit after taxes per share;
	 
	 	(i)	 	Return on invested capital;
	 
	 	(j)	 	Return on assets or net assets;
	 
	 	(k)	 	Total shareholder return;
	 
	 	(l)	 	Relative total shareholder return (as compared with a peer group of the
Company);
	 
	 	(m)	 	For Performance Awards and Performance Unit Awards granted on or after November
3, 2009, absolute return on capital employed;
	 
	 	(n)	 	For Performance Awards and Performance Unit Awards granted on or after November
3, 2009, relative return on capital employed (as compared with a peer group of the
Company);
	 
	 	(o)	 	Earnings before income taxes;
	 
	 	(p)	 	Net income;
	 
	 	(q)	 	Free cash flow;
	 
	 	(r)	 	Free cash flow per share;
	 
	 	(s)	 	Revenue (or any component thereof);
	 
	 	(t)	 	Revenue growth; or
	 
	 	(u)	 	If applicable, any other performance objective approved by the Shareholders or
holders of ADSs, in accordance with Section 162(m) of the Code.





     As of the Effective Date, the Committee determined to determine the vesting and earning of
Performance Awards on the attainment of a specific performance target in relation to one or more of
the six Performance Goals listed above in paragraphs (a)-(f). As of November 3, 2009, the
Committee has determined to determine the vesting and earning of Performance Unit Awards on the
attainment of a specific performance target in relation to the three Performance Goals listed above
in paragraphs (l)-(n).



     “Performance Period” shall mean that period established by the Committee at the time
any Performance Award or Performance Unit Award is granted or, except in the case of any grant to a
Covered Employee, at any time thereafter, during which any Performance Goals specified by the
Committee with respect to such Award are to be measured.



			
	 	 	 
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     “Performance Unit Award” shall mean an Award payable in ADSs granted to a Participant
who is an Employee that is paid solely on account of the attainment of a specified performance
target in relation to one or more Performance Goals, and which is subject to such applicable terms,
conditions, and limitations as the Committee may establish and set forth in the applicable Award
Agreement in order to fulfill the objectives of this Plan.



     “Permanent and Total Disability” shall mean that an individual is unable to engage in
any substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted or can be expected to last
for a continuous period of not less than twelve (12) months. An individual shall not be considered
to suffer from Permanent and Total Disability unless such individual furnishes proof of the
existence thereof in such form and manner, and at such times, as the Committee may reasonably
require.



     “Plan” shall mean this Ensco International Incorporated 2005 Long-Term Incentive Plan
(As Amended and Restated on December 22, 2009 and As Assumed by Ensco International plc as of
December 23, 2009), as amended from time to time.



     “Plan Maximum” shall have that meaning set forth in Section 5(a).



     “Plan Schedule” shall mean a schedule that constitutes a part of this Plan and details
certain particulars with respect to this Plan and Performance Awards and Performance Unit Awards
hereunder for one or more Performance Periods, including the relative Performance Goals, specific
performance factors and targets related to these Performance Goals, award criteria, and the
targeted amounts of each Performance Award and Performance Unit Award granted to a Participant.
Each Plan Schedule shall be adopted by the Committee or shall be prepared by the appropriate
officers of the Company based on resolutions, minutes or consents adopted by the Committee. There
may be more than one Plan Schedule under this Plan. Each Plan Schedule is incorporated herein by
reference and thereby made a part of this Plan, and references herein to this Plan shall include
the Plan Schedule.



     “Qualifying ADSs” shall mean ADSs which either (a) have been owned by the Optionee for
more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under
the U.S. Securities Act of 1933, as amended, or (b) were obtained by the Optionee in the public
market.



     “Regulation S-K” shall mean Regulation S-K promulgated under the U.S. Securities Act
of 1933, as it may be amended from time to time, and any successor to Regulation S-K. Reference in
this Plan to any item of Regulation S-K shall be deemed to include any amendments or successor
provisions to such item.



     “Restricted ADS” shall have the meaning set forth in Section 7(a).



     “Restricted ADS Award” shall mean a grant of Restricted ADSs, subject to any vesting
restrictions that the Committee, in its discretion, may impose.



			
	 	 	 
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     “Retirement” shall mean an Employee’s separation from Service with the Company and all
Subsidiaries for a reason other than Cause on or after attaining Normal Retirement Age.



     “Rule 16b-3” shall mean Rule 16b-3 promulgated under the Exchange Act and any
successor to Rule 16b-3.



     “Services” shall mean services rendered to the Company or any of its Subsidiaries as
an Employee. In order for a Participant’s Services to be considered to have terminated for
purposes of Section 10(c) and Section 14(b), such Retirement or other termination
of employment must constitute a “separation from service” within the meaning of U.S. Treasury
Regulation §1.409A-1(h)(1).



     “Share” shall mean a Class A ordinary share of the Company, nominal value US$0.10 per
Share.



     “Specified Employee” shall mean an Employee for each twelve (12)-consecutive month
period that begins on any April 1st and immediately follows a calendar year during which
such Employee was, at any time during that calendar year:



     (a) an officer of the Company or any Subsidiary having annual compensation greater than
$150,000 (as adjusted under Section 416(i)(1) of the Code);



     (b) a more than five-percent owner of the Company or any Subsidiary; or



     (c) a more than one-percent owner of the Company or any Subsidiary having annual compensation
from the Company and all Subsidiaries of more than $150,000.



     For this purpose, “annual compensation” shall mean annual compensation as defined in Section
415(c)(3) of the Code, which includes amounts contributed by the Company and all Subsidiaries
pursuant to a salary reduction agreement which are excludable from the Participant’s gross income
under Section 125, 402(e)(3), 402(h)(1)(B), 408(p)(2)(A)(i), 457 or 403(b) of the Code, and
elective amounts that are not includible in the gross income of the Participant by reason of
Section 132(f)(4) of the Code. For this purpose, no more than 50 Employees (or, if lesser, the
greater of three or ten percent of the Employees) shall be treated as officers. The constructive
ownership rules of Section 318 of the Code (or the principles of that section, in the case of an
unincorporated Subsidiary) shall apply to determine ownership in each Subsidiary.



     “Subsidiary” shall mean (a) for purposes of Awards other than Performance Unit Awards,
any corporation or legal entity as to which more than fifty percent (50%) of the outstanding voting
shares, ADSs or interests shall now or hereafter be owned or controlled, directly by a person, any
Subsidiary of such person, or any Subsidiary of such Subsidiary, and (b) for purposes of
Performance Unit Awards, a corporation that is a member of a controlled group of corporations (as
defined in Section 414(b) of the Code) which includes the Company, any trade or business (whether
or not incorporated) which are in common control (as defined in Section 414(c) of the Code) with
the Company, or any entity that is a member of the same affiliated service group (as defined in
Section 414(m) of the Code) as the Company. For



			
	 	 	 
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purposes of the definition of Employee, Subsidiary shall mean a subsidiary within the meaning
of Section 1159 of the Act.




     “Tax Equalization” or “Hypothetical Tax” shall mean, effective May 31, 2006,
the methodology established by the Company, either through general personnel policies or specific
agreement, to neutralize, in whole or in part, the tax consequences to Employees assigned to
locations outside of the Employee’s home country.



     “Ten-Percent Holder” shall mean a person that owns more than ten percent (10%) of the
total combined voting power of all classes of outstanding ADSs of the Company or any of its
Subsidiaries, taking into account the attribution rules set forth in Section 424 of the Code. For
purposes of this definition of “Ten-Percent Holder,” the term “outstanding share” shall include all
shares (including Shares represented by ADSs) actually issued and outstanding immediately after the
grant of an Option to an Optionee. “Outstanding share” shall not include reacquired shares or
shares authorized for issuance under outstanding Options held by the Optionee or by any other
person.



     “U.S. GAAP” shall mean generally accepted accounting principles in the U.S.



SECTION 3

ADMINISTRATION




     (a) General Administration. This Plan shall be administered by the Committee.



     (b) Authority of Committee. The Committee shall administer this Plan so as to comply
at all times with the Exchange Act (if applicable) and, subject to the Code and the Act, shall
otherwise have sole and absolute and final authority to interpret this Plan and to make all
determinations specified in or permitted by this Plan or deemed necessary or desirable for its
administration or for the conduct of the Committee’s business, including, without limitation, the
authority to take the following actions:




	 	(i)	 	To interpret and administer this Plan and to apply its provisions;
	 
	 	(ii)	 	To adopt, amend or rescind rules, procedures and forms relating to this Plan;
	 
	 	(iii)	 	To authorize any person to execute, on behalf of the Company, any instrument
required to carry out the purposes of this Plan;
	 
	 	(iv)	 	Unless otherwise specified by the terms of this Plan, to determine when Awards
are to be granted under this Plan;
	 
	 	(v)	 	Unless otherwise specified by the terms of this Plan, to select the Employees
and Participants to whom Awards may be awarded from time to time;
	 
	 	(vi)	 	Unless otherwise specified by the terms of this Plan, to determine the type or
types of Award to be granted to each Participant hereunder;





			
	 	 	 
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	 	(vii)	 	Unless otherwise specified by the terms of this Plan, to determine (A) the
number of ADSs to be made subject to each Award other than a Performance Unit Award,
and (B) the potential value to be made subject to each Performance Unit Award;
	 
	 	(viii)	 	To determine the Fair Market Value of the ADSs and the exercise price per ADS of
Awards to be granted;
	 
	 	(ix)	 	Unless otherwise specified by the terms of this Plan, to prescribe the terms,
conditions and restrictions, not inconsistent with the provisions of this Plan, of any
Award granted hereunder and, with the consent of the Participants, modify or amend each
Award;
	 
	 	(x)	 	To determine whether, to what extent, and under what circumstances Awards may
be reduced, canceled or suspended;
	 
	 	(xi)	 	To amend or modify (A) any outstanding Performance Awards, in its discretion,
in accordance with Section 7(h)(iv), and (B) any outstanding Performance Unit
Awards, in its discretion in accordance, with Section 8(g)(i);
	 
	 	(xii)	 	To establish procedures for an Optionee (A) to have withheld from the total
number of ADSs to be acquired upon the exercise of an Option that number of ADSs having
a Fair Market Value, which, together with such cash as shall be paid in respect of a
fractional ADS, shall equal the Exercise Price, and (B) to exercise a portion of an
Option by delivering that number of Qualifying ADSs having a Fair Market Value which
shall equal the Exercise Price;
	 
	 	(xiii)	 	Effective May 31, 2006, to establish procedures whereby a number of ADSs may be
withheld from the total number of ADSs to be issued upon exercise of an Option, or
surrendered by a Participant in connection with the exercise of an Option, or the
vesting of any Restricted ADS Award, or the settlement of any Performance Unit Award,
to meet the obligation of the Company or any of its Subsidiaries with respect to
withholding of Host Country or country of the Participant’s residence or citizenship,
if applicable, Employee Taxes incurred by the Participant upon such exercise,
surrender, vesting or settlement or to meet the obligation of the Participant, if any,
to the Company or any of its Subsidiaries under the Company’s Tax Equalization or
Hypothetical Tax policies or specific agreements relating thereto;
	 
	 	(xiv)	 	To establish and interpret Performance Goals and the specific performance
factors and targets in relation to the Performance Goals in connection with any grant
of Performance Awards or Performance Unit Awards; provided that in any case, the
Performance Goals may be based on either a single period or cumulative results,
aggregate or per-share data or results computed independently or with respect to a peer
group;





			
	 	 	 
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	 	(xv)	 	Evaluate the level of performance over a Performance Period and certify the
level of performance attained with respect to Performance Goals and specific
performance factors and targets related to Performance Goals;
	 
	 	(xvi)	 	Waive or amend any terms, conditions, restriction or limitation on an Award,
except that the prohibition on the repricing of Options, as described in Section
6(h), may not be waived;
	 
	 	(xvii)	 	Make any adjustments to this Plan (including but not limited to adjustment of the
number of ADSs available under this Plan or any Award) and any Award granted under this
Plan, as may be appropriate pursuant to Section 10;
	 
	 	(xviii)	 	Notwithstanding the provisions of Section 14(b), to issue Awards of Options
and Restricted ADSs, or either of them, which, in the Committee’s discretion, (A) for
Awards granted after December 25, 2006, will not be subject to accelerated vesting and,
as respects Options, may not remain exercisable for the entire Option Term upon
retirement by a Participant on or after his or her Normal Retirement Age, and/or (B)
for Awards granted after May 20, 2008 with respect to any Participants who will attain
Normal Retirement Age within a specified period of time following the Date of Grant,
will be subject to accelerated vesting upon a specified deferred date following the
achievement of Normal Retirement Age and, as respects Options, may remain exercisable
for all or a portion of the entire Option Term upon that specified deferred date
following achievement of Normal Retirement Age, all as shall be determined by the
Committee and stated in the Award;
	 
	 	(xix)	 	Notwithstanding the provisions of Sections 14(b), (c) and (d),
to issue Performance Unit Awards which, in the Committee’s discretion, (A) will not be
subject to automatic accelerated vesting and interpretation upon Retirement by a
Participant as if the specific targets related to his or her Performance Unit Award
have been achieved to a level of performance as of the date of his or her Retirement
that would cause all (100%) of the targeted amount under the Performance Unit Award to
become payable, and/or (B) for Performance Unit Awards with respect to any Participants
who will attain Normal Retirement Age within a specified period of time following the
Date of Grant, will be subject to accelerated vesting and interpretation described in
clause (A) upon a specified deferred date following the achievement of Normal
Retirement Age, all as shall be determined by the Committee and stated in the
Performance Unit Award;
	 
	 	(xx)	 	Notwithstanding the provisions of Section 10(c), to issue Awards of
Restricted ADSs after March 31, 2008, which, in the Committee’s discretion, will not be
subject to automatic waiver of the remaining restrictions and accelerated vesting if
the employment of the Participant is terminated for certain reasons specified in
Section 10(c) within the two-year period following a Change in Control of the
Company, as shall be determined by the Committee and stated in the Award;





			
	 	 	 
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	 	(xxi)	 	Notwithstanding the provisions of Section 10(c), to issue Performance
Unit Awards which, in the Committee’s discretion, will not be subject to automatic
accelerated vesting and interpretation upon the date the Services of the Participant
terminates for certain reasons specified in Section 10(c) within the two-year
period following a Change in Control of the Company as if the specific targets related
to his or her Performance Unit Award have been achieved to a level of performance as of
the date his or her Services terminates that would cause all (100%) of the targeted
amount under the Performance Unit Award to become payable, as shall be determined by
the Committee and stated in the Performance Unit Award; and
	 
	 	(xxii)	 	Appoint such agents as it shall deem appropriate for proper administration of this
Plan; and
	 
	 	(xxiii)	 	To enter into arrangements with the trustee of any employee benefit trust
established by the Company or any of its Subsidiaries to facilitate the administration
of Awards under this Plan; and
	 
	 	(xxiv)	 	To take any other actions deemed necessary or advisable for the administration of
this Plan.





     The Committee may, in its sole and absolute discretion, and subject to the provisions of this
Plan, from time to time delegate any or all of its authority to administer this Plan to any other
persons or committee as it deems necessary or appropriate for the proper administration of this
Plan, except that no such delegation shall be made in the case of Awards intended to be qualified
under Section 162(m) of the Code or Awards held by Employees who are subject to the reporting
requirements of Section 16(a) of the Exchange Act. All interpretations and determinations of the
Committee made with respect to the granting of Awards shall be final, conclusive and binding on all
interested parties. The Committee may make grants of Awards on an individual or group basis.



     (c) Employment of Advisors. The Committee may employ attorneys, consultants,
accountants, and other advisors, and the Committee, the Company and the officers and directors of
the Company may rely upon the advice, opinions or valuations of the advisors employed.




     (d) Limitation of Liability/Rights of
Indemnification.



	 	(i)	 	To the fullest extent permitted by applicable law and subject to Subsection
(d)(ii) below, no member of the Committee or any person acting as a delegate of the
Committee with respect to this Plan shall be liable for any action that is taken or is
omitted to be taken or for any losses resulting from any action, interpretation,
construction or omission made in good faith with respect to this Plan or any Award
granted under this Plan. In addition to such other rights of indemnification as they
may have as directors, to the fullest extent permitted by applicable law and subject to
Subsection (d)(iii) below, members of the Committee shall be indemnified by the
Company against any reasonable expenses, including attorneys’ fees actually and
necessarily incurred, which they or any of them may





			
	 	 	 
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	 	 	 	incur by reason of any action taken or failure to act under or in connection with
this Plan or any Option or other Award granted thereunder, and against all amounts
paid by them in settlement of any claim related thereto (provided such settlement is
approved by independent legal counsel selected by the Company), or paid by them in
satisfaction of a judgment in any such action, suit or proceeding that such director
or Committee member is liable for negligence or misconduct in the performance of his
or her duties; provided that within sixty (60) days after institution of any such
action, suit or proceeding a director or Committee member shall in writing offer the
Company the opportunity, at its own expense, to handle the defense of the same.
	 
	 	(ii)	 	Nothing in this Section 3 shall exempt a director of a company (to any
extent) from any liability that would otherwise attach to him in connection with any
negligence, default, breach of duty or breach of trust in relation to the company.
	 
	 	(iii)	 	Notwithstanding any provision in this Plan to the contrary, the Company does
not make any indemnity in respect of:






	 	(A)	 	any claim brought against a director of the Company or of any
Associated Company (for purposes of this Section 3 only, a “Director”)
brought by the Company or an Associated Company for negligence, default, breach
of duty or breach of trust;
	 
	 	(B)	 	any liability of a Director to pay:






	 	(1)	 	a fine imposed in criminal proceedings; or
	 
	 	(2)	 	a sum payable to a regulatory authority by way
of a penalty in respect of non-compliance with any requirement of a
regulatory nature (however arising);






	 	(C)	 	any liability incurred by a Director:






	 	(1)	 	in defending any criminal proceedings in which he is convicted;
	 
	 	(2)	 	in defending any civil proceedings brought by
the Company or an Associated Company in which judgment is given against
him; or
	 
	 	(3)	 	in connection with any application under
Section 661(3) or (4) of the Act or Section 1157 of the Act in which
the court refuses to grant the Director relief.






	 	(iv)	 	For the purpose of this Section 3, “company” means a company formed and
registered under the Act, references to a conviction, judgment or refusal of relief are
to the final decision in the relevant proceedings which shall be determined in
accordance with Section 234(5) of the Act and references to an “Associated





			
	 	 	 
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	 	 	 	Company” are to an associated company of the Company within the meaning of the Act.





     (e) Holding Period. The Committee may in its sole discretion require as a condition
to the granting of any Award, that a Participant hold the Award for a period of six (6) months
following the date of such acquisition. This condition shall be satisfied with respect to a
derivative security (as defined in Rule 16a-1(c) under the Exchange Act) if at least six (6) months
elapse from the date of acquisition of the derivative security to the date of disposition of the
derivative security (other than upon exercise or conversion) or its underlying equity security.



SECTION 4

ELIGIBILITY




     (a) General Rule. Subject to the limitations set forth in Subsection (b)
below or elsewhere in this Plan, Employees shall be eligible to participate in this Plan. A
Participant may be granted more than one Award under this Plan, and Awards may be granted at any
time or times during the term of this Plan. The grant of an Award to an Employee shall not be
deemed either to entitle that individual to, or to disqualify that individual from, participation
in any other grant of Awards under this Plan. Awards may also be granted under an Annex to the
Plan. Non-Employee Directors are not eligible to be granted Awards under the main rules of the
Plan, and shall only be eligible to participate in Awards granted under an Annex to the Plan.



     (b) Non-Employee Ineligible for ISOs. In no event shall an ISO be granted to any
individual who is not an Employee on the Date of Grant.



SECTION 5

ADSs SUBJECT TO PLAN




     (a) Basic Limitation. ADSs offered or subject to Awards granted under this Plan, or
issued in settlement of Performance Unit Awards granted under this Plan, may be authorized but
unissued ADSs, including any ADSs held in reserve by a Subsidiary, or ADSs that have been acquired
by the trustees of any employee benefit trust established in connection with this Plan. Subject to
adjustment pursuant to Section 10, the aggregate number of ADSs that are available for
issuance under this Plan shall not exceed ten million (10,000,000) ADSs (the “Plan Maximum”).
Effective November 4, 2008, as approved by a vote at the 2009 annual meeting of the ENSCO
International Incorporated stockholders (the “2009 Annual Meeting”) of the owners of at least a
majority of the shares of common stock of ENSCO International Incorporated, present in person or by
proxy and entitled to vote at the 2009 Annual Meeting, (i) Restricted ADS Awards, all of which can
be issued as Performance Awards, and Performance Unit Awards on no more than six million
(6,000,000) ADSs, and (ii) Options on no more than the number of ADSs equal to the difference
between the Plan Maximum and the actual aggregate number of ADSs issued as Restricted ADS Awards
and in settlement of Performance Unit Awards and, in each case, subject to adjustment pursuant to
Section 10 of this Plan, may be issued under this Plan. The Committee shall not issue more
ADSs than are available for issuance under this Plan. The number of ADSs that are subject to
unexercised Options at any time under this Plan shall not exceed the number of ADSs that remain
available for issuance under this Plan. The Company, during the term of this Plan, shall at all
times reserve and keep available sufficient ADSs to



			
	 	 	 
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satisfy the requirements of this Plan. ADSs shall be deemed to have been issued under this
Plan only to the extent actually issued and delivered pursuant to an Award; provided, however, in
no event shall any ADSs that have been subject to Options or Restricted ADS Awards be returned to
the number of ADSs available under this Plan Maximum for distribution in connection with the same
type of future Awards by reason of such ADSs (i) being withheld, if permitted under Section
3(b)(xii) and Section 6(f)(ii), from the total number of ADSs to be issued upon the
exercise of Options as payment of the Exercise Price of such Options, or (ii) being withheld, if
permitted under Section 3(b)(xiii) and Section 9(b), from the total number of ADSs
to be issued upon the exercise of Options, the vesting of any Restricted ADS Awards or the
settlement of any Performance Unit Awards to meet the withholding obligations related to such
exercises, vesting and settlement. Nothing in this Section 5(a) shall impair the right of
the Company to reduce the number of outstanding ADSs pursuant to repurchases, redemptions, or
otherwise; provided, however, that no reduction in the number of outstanding ADSs shall (i) impair
the validity of any outstanding Award, whether or not that Award is fully vested, exercisable, or
earned and payable or (ii) impair the status of any ADSs previously issued pursuant to an Award as
duly authorized, validly issued, fully paid, and nonassessable. The ADSs to be delivered under
this Plan shall be made available from (a) authorized but unissued ADSs, including any ADSs held in
reserve by any Subsidiary or (b) ADSs forfeited under this Plan that are held in an employee
benefit trust, in each situation as the Committee may determine from time to time in its sole
discretion.




     (b) Additional ADSs. In the event any ADSs that have been subject to issuance upon
exercise of an Option cease to be subject to such Option, or if any ADSs that are subject to a
Restricted ADS Award or Performance Award are forfeited or any such Award terminates, such ADSs to
the extent of such forfeiture or termination (including ADSs that have been acquired by the
trustees of any employee benefit trust established in connection with this Plan pursuant to
forfeiture of an Award), shall again be available for distribution in connection with the same type
of future Awards under this Plan and the re-issuance of such ADSs shall not be counted for purposes
of computing the number of ADSs that may be granted in connection with the same type of Award under
this Plan. For this purpose, Restricted ADS Awards and Performance Unit Awards are considered to
be the same type of Award.



SECTION 6

TERMS AND CONDITIONS OF OPTIONS




     (a) Form of Option Grant. Each Option granted under this Plan shall be evidenced by
an Award Deed and shall comply with and be subject to the terms and conditions of this Plan. In
addition, the Participant must enter into an Option Agreement in such form (which need not be the
same for each Participant) as the Committee shall from time to time approve. If an ISO and an NSO
are granted to the same Optionee at the same time, the form of each Option will be clearly
identified, and they will be deemed to have been granted in separate grants. In no event will the
exercise of one Option affect the right to exercise the other Option.



     (b) Date of Grant. The Date of Grant of an Option shall be as defined in Section
2. The Committee makes the determination to grant such Options unless otherwise specified by
the Committee or the terms of this Plan. The applicable Award Deed and Option Agreement shall be
delivered to the Participant within a reasonable time after the granting of the Option.



			
	 	 	 
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     (c) Term of Option. The term of each Option shall be such term as may be determined
by the Committee, but (except in the limited circumstance specified in Section 14(e)) such
term shall not exceed seven (7) years (or five (5) years in the case of an ISO granted to a
Participant who is a Ten-Percent Holder on the Date of Grant).



     (d) Vesting of Options. Unless otherwise provided in the applicable Option Agreement
or this Section 6(d), each Option granted pursuant to this Plan shall vest at the rate of
25% per year, on each anniversary of the Date of Grant, until such Option is fully vested.



     (e) Termination of an Option. All Options shall terminate upon their expiration,
their surrender, upon breach by the Optionee of any provisions of the Option, or in accordance with
any other rules and procedures incorporated into the terms and conditions governing the Options as
the Committee shall deem advisable or appropriate.



     (f) Exercise Price and Method of Payment.



          (i) Exercise Price. The Exercise Price shall be such price as is determined by the
Committee in its sole discretion and set forth in the Option Agreement; provided, however, that the
Exercise Price shall not be less than 100% of the Fair Market Value of the ADSs subject to such
Option on the Date of Grant (or 110% in the case of an ISO granted to a Participant who is a
Ten-Percent Holder on the Date of Grant).




          (ii) Payment for ADSs. Payment for the ADSs upon exercise of an Option shall be made
in cash, by check acceptable to the Company or by any other method of payment as may be permitted
under applicable law and authorized under Section 3(b) and stated in the Option Agreement
(at the Date of Grant with respect to any Option granted as an ISO).




     (g) Exercise of Option.



          (i) Any Option granted hereunder shall be exercisable at such times and under such conditions
as shall be determined by the Committee, including without limitation Performance Goals, and in
accordance with the terms of this Plan.




          (ii) An Option may not be exercised for a fraction of an ADS.




          (iii) An Option shall be deemed to be exercised when written notice of such exercise has been
given to the Company in accordance with the terms of the Option Agreement by the Optionee and full
payment for the ADSs with respect to which the Option is exercised has been received by the Company
or its designee. Full payment may, as authorized by the Committee, consist of any form of
consideration and method of payment allowable under Section 6(f)(ii). Upon receipt of
notice of exercise and full payment for the ADSs, the ADSs shall be deemed to have been issued and
the Optionee shall be entitled to receive such ADSs and shall have the rights of a holder of an
ADS, and the ADS shall be considered fully paid and nonassessable. No adjustment will be made for
a dividend or other right for which the record date is prior to the date the Participant is
recorded as holder of the ADS, except as provided in Section 10.




			
	 	 	 
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          (iv) Each exercise of an Option shall reduce, by an equal number, the total number of ADSs
that may thereafter be purchased under such Option.




     (h) Restriction on Repricing. The Exercise Price of outstanding Options may not be
altered or amended, except with respect to adjustments for changes in capitalization as provided in
Section 10(a). Within the limitations of this Plan, the Committee may otherwise modify
outstanding Options; provided that no modification of an Option shall, without the consent of the
Optionee, alter or impair the Optionee’s rights or obligations under such Option.



     (i) Restrictions on Transfer of ADSs. Any ADSs issued upon exercise of an Option
shall be subject to such rights of repurchase and other transfer restrictions as the Committee may
determine in its sole discretion. Such restrictions shall be set forth in the applicable Option
Agreement.



     (j) Special Limitation on ISOs. To the extent that the aggregate Fair Market Value
(determined on the Date of Grant) of the ADSs with respect to which ISOs are exercisable for the
first time by an individual during any calendar year under this Plan, and under all other plans
maintained by the Company, exceeds $100,000, such Options shall be treated as Options that are not
ISOs.



     (k) Leaves of Absence. Leaves of Absence approved by the Company which conform to the
policies of the Company shall not be considered termination of employment if the employer-employee
relationship as defined under the Code or the regulations promulgated thereunder otherwise exists.



     (l) Limitation on Grants of Options to Covered Employees. The total number of ADSs
for which Options may be granted and which may be awarded as Restricted ADSs to any Covered
Employee during any one (1) year period shall not exceed fifteen percent (15%) of this Plan Maximum
in the aggregate. The limitation set forth in the preceding sentence shall be applied in a manner
which will permit compensation generated under this Plan, where appropriate and intended, to
constitute “performance-based compensation” for purposes of Section 162(m) of the Code, including
counting against such maximum number of ADSs, to the extent required under Section 162(m) of the
Code and applicable interpretive authority thereunder, any ADSs subject to Options or other Awards
that are canceled or repriced.



     (m) Disqualifying Disposition. The Option Agreement evidencing any ISO granted under
this Plan shall provide that if the Optionee makes a disposition, within the meaning of Section
424(c) of the Code, of any ADS or ADSs issued to him or her pursuant to the exercise of the ISO
within the two-(2) year period commencing on the day after the Date of Grant of such Option or
within the one-(1) year period commencing on the day after the date of transfer of the ADS or ADSs
to him or her pursuant to the exercise of such Option, he or she shall, within ten (10) days of
such disposition, notify the Company thereof and immediately deliver to the Company any amount of
Employee Taxes required by law to be withheld.



     (n) Acquisitions and Other Transactions. Notwithstanding the provisions of
Section 10(c), in the case of an Option issued or assumed pursuant to Section
10(c), the exercise price and number of ADSs for the Option shall be determined in accordance
with the principles



			
	 	 	 
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of Section 424(a) of the Code. The Committee may, from time to time, assume outstanding
options granted by another entity, whether in connection with an acquisition of such other entity
or otherwise, by either (i) granting an Option under this Plan in replacement of or in substitution
for the option assumed by the Company, or (ii) treating the assumed option as if it had been
granted under this Plan if the terms of such assumed option could be applied to an Option granted
under this Plan. Such assumption shall be permissible if the holder of the assumed option would
have been eligible to be granted an Option hereunder if the other entity had applied the rules of
this Plan to such grant. The Committee also may grant Options under this Plan in settlement of or
substitution for, outstanding options or obligations to grant future options in connection with the
Company or a Subsidiary acquiring another entity, an interest in another entity or an additional
interest in a Subsidiary whether by merger, share purchase, asset purchase or other form of
transaction.



SECTION 7


RESTRICTED ADS AWARDS




     (a) Authority to Grant Restricted ADS Awards. The Committee is hereby authorized to
grant awards of Restricted ADSs to Participants. The Committee may determine to grant awards of
Restricted ADSs as Performance Awards subject to the requirements of Section 7(h).



          (i) Restricted ADSs shall be subject to such terms, conditions and restrictions as the
Committee may approve in the form of Award Agreement or otherwise impose (including, without
limitation, any limitations on the right to vote in connection with the Restricted ADS or the right
to receive any dividend or other right or property), which restrictions may lapse separately or in
combination at such time or times, in such installments or otherwise, as the Committee may deem
appropriate.




          (ii) The terms, conditions and restrictions of the Restricted ADS Award shall be determined
from time to time by the Committee without limitation, except as otherwise provided in this Plan;
provided, however, that each grant of a Restricted ADS Award shall require the Participant to
remain an Employee of the Company or any of its Subsidiaries for at least six (6) months from the
Date of Grant.




          (iii) Restricted ADS Awards are ADS bonus awards that may be granted either alone or in
addition to other Awards granted under this Plan. The Committee shall determine the nature,
length, price and starting and ending dates of any restriction period (the “Restriction Period”)
for each Restricted ADS Award, and shall determine the time and/or Performance Goals to be used in
the determination of a Restricted ADS Award, the target and maximum amount payable, and the extent
to which such Restricted ADS Awards have been earned. Restricted ADS Awards may vary from
Participant to Participant and between groups of Participants. A Restricted ADS Award may also be
granted in the form of a unit, with no cash consideration for such unit, with one unit entitling a
Participant to one ADS upon fulfillment of the vesting restrictions determined by the Committee. A
Restricted ADS Award performance factor, if any, shall be based upon the achievement of performance
goals by the Company, Subsidiary, or upon such individual performance factors or upon such other
criteria as the Committee may deem appropriate. Restriction Periods may overlap and Participants
may participate simultaneously




			
	 	 	 
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with respect to Restricted ADS Awards that are subject to different Restriction Periods and
different time and/or performance factors and criteria. Restricted ADS Awards shall be confirmed
by, and be subject to the terms of, an Award Agreement. The terms of such Awards need not be the
same with respect to each Participant.




          (iv) At the beginning of each Restriction Period, the Committee shall determine for each
Restricted ADS Award subject to such Restriction Period, the number of ADSs to be awarded to the
Participant at the end of the Restriction Period if and to the extent that the relevant measures of
time and/or performance for such Restricted ADS Award are met. Such number of ADSs may be fixed or
may vary in accordance with such time and/or performance or other criteria as may be determined by
the Committee.




          (v) Absent other terms, conditions and restrictions of the Restricted ADS Awards being adopted
by the Committee, it is contemplated that annual grants of Restricted ADS Awards shall vest at the
rate of twenty percent (20%) per year on anniversary dates of the Date of Grant, and shall be fully
vested at the end of five (5) years from the Date of Grant, and that Restricted ADS Awards granted
to newly hired Employees shall vest at the rate of ten percent (10%) per year on anniversary dates
of the Date of Grant, and shall be fully vested at the end of ten (10) years from the Date of
Grant. The Committee may, however, determine to grant Restricted ADS Awards with different rates
of vesting than the rates specified in the preceding sentence. The Committee may legend the
certificates representing the Restricted ADS Awards to give appropriate notice of the applicable
terms, conditions and restrictions thereof, as well as any applicable restrictions under applicable
U.S. federal, state or other securities laws, and may deposit such certificates with the Secretary
of the Company pending vesting of the Restricted ADS Awards, or may make other arrangements for the
Restricted ADSs to be held on behalf of the Participant in order to ensure compliance with the
restrictions.




     (b) Nature of Grant. Any ADS issued to a Participant pursuant to a Restricted ADS
Award shall be fully paid up.



     (c) Form of Restricted ADS Award. Each Restricted ADS Award granted under this Plan
shall be evidenced by an Award Deed and shall comply with and be subject to the terms and
conditions of this Plan. In addition, the Participant must enter into an Award Agreement in such
form (which need not be the same for each Participant) as the Committee shall from time to time
approve.



     (d) Date of Grant. The Date of Grant of a Restricted ADS Award shall be as defined in
Section 2. The Committee makes the determination to grant such Awards unless otherwise
specified by the Committee or the terms of this Plan. The applicable Award Deed and Award
Agreement shall be delivered to the Participant within a reasonable time after the granting of the
Award.



     (e) Term of Restricted ADS Award. The term of each Restricted ADS Award shall be such
term as may be determined by the Committee, but such term shall not exceed ten (10) years.



			
	 	 	 
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     (f) Vesting. On the date or dates the Restriction Period terminates, the applicable
number of Restricted ADSs shall vest in the Participant and the Company shall arrange for the
transfer to Participant of the number of ADSs that are no longer subject to such restrictions.



     (g) Forfeiture. Any Restricted ADSs that are forfeited pursuant to the terms and
conditions of this Plan and/or the applicable Award Agreement shall be transferred to an employee
benefit trust established in connection with this Plan and the Participant may be required to
complete certain documents in order to effectuate such transfer.



     (h) Notice of Election Under 83(b). No Participant shall exercise the election
permitted under Section 83(b) of the Code with respect to any Award without the written approval of
the General Counsel of the Company. Each Participant making an election will provide a copy
thereof to the Company within thirty (30) days of the filing of such election with the U.S.
Internal Revenue Service.



     (i) Performance Awards. In the case of any Restricted ADS Awards to any person who is
or may become a Covered Employee during the Performance Period or before payment of the Award, the
Committee may grant Restricted ADSs as Performance Awards that are intended to comply with the
requirements of Section 162(m) of the Code, as determined by the Committee, in the amounts and
pursuant to the terms and conditions that the Committee may determine and set forth in the Award
Agreement, subject to the provisions below:



          (i) Performance Period. Performance Awards will be awarded in connection with a
Performance Period, as determined by the Committee in its discretion; provided, however, that a
Performance Period may be no shorter than twelve (12) months.




          (ii) Eligible Participants. Prior to the commencement of each Performance Period
beginning before January 1, 2010, the Committee will determine the Employees who will be eligible
to receive a Performance Award with respect to that Performance Period; provided that the Committee
may determine the eligibility of any Employee, other than a Covered Employee, after the
commencement of the Performance Period. For any Performance Period beginning after December 31,
2009, the Committee may elect to determine the Covered Employees who will be eligible to receive a
Performance Award with respect to any such Performance Period that is intended to constitute
“performance-based compensation” for purposes of Section 162(m) of the Code after the commencement
of that Performance Period as long as the Committee’s determinations are made in writing by not
later than ninety (90) days after the commencement of that Performance Period and the outcome is
substantially uncertain at the time that the determinations are made. The Committee shall provide
an Award Agreement to each Participant who receives a grant of a Performance Award under this Plan
as soon as administratively feasible after such Participant receives such Award. An Award
Agreement for a Performance Award shall specify the applicable Performance Period, and the
Performance Goals, specific performance factors and targets related to the Performance Goals, award
criteria, and the targeted amount of his or her Performance Award, as well as any other applicable
terms of the Performance Award for which he or she is eligible.




			
	 	 	 
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          (iii) Performance Goals; Specific Performance Targets; Award Criteria.




               (A) Prior to the commencement of each Performance Period beginning before January 1, 2010, the
Committee shall fix and establish in writing (1) the Performance Goals that will apply to that
Performance Period; (2) with respect to Performance Goals, the specific performance factors and
targets related to each Participant and, if achieved, the targeted amount of his or her Performance
Award; and (3) subject to Subsection (h)(iv) below, the criteria for computing the amount
that will be paid with respect to each level of attained performance. The Committee shall also set
forth the minimum level of performance, based on objective factors and criteria, that must be
attained during the Performance Period before any Performance Goal is deemed to be attained and any
Performance Award will be earned and become payable, and the percentage of the Performance Award
that will become earned and payable upon attainment of various levels of performance that equal or
exceed the minimum required level. For any Performance Period beginning after December 31, 2009,
the Committee may elect to determine the Performance Goals and make the other determinations
described in the preceding sentences of this Subsection (h)(iii)(A) with respect to each
Performance Award awarded for that Performance Period after the commencement of that Performance
Period as long as all such required determinations are made by the Committee with respect to any
such Performance Award to a Covered Employee that is intended to constitute “performance-based
compensation” for purposes of Section 162(m) of the Code by not later than ninety (90) days after
the commencement of that Performance Period, and the outcome is substantially uncertain at the time
that the required determinations are made. The Committee shall prepare and adopt the Plan Schedule
for a particular Performance Period prior to the applicable deadline for that Performance Period
specified in this Subsection (h)(iii)A).



               (B) The Committee may, in its discretion, select Performance Goals and specific performance
factors and targets that measure the performance of the Company or one or more business units,
divisions or Subsidiaries of the Company. The Committee may select Performance Goals and specific
performance targets that are absolute or relative to the performance of one or more peer companies
or an index of peer companies. Performance Awards awarded to Participants who are not Covered
Employees will be based on the Performance Goals and payment formulas that the Committee, in its
discretion, may establish for these purposes. These Performance Goals and formulas may be the same
as or different than the Performance Goals and formulas that apply to Covered Employees.



          (iv) Adjustments.




               (A) In order to assure the incentive features of this Plan and to avoid distortion in the
operation of this Plan, the Committee may make adjustments in the Performance Goals, specific
performance factors and targets related to those Performance Goals and award criteria established
by it for any Performance Period under this Subsection (h) whether before or after the end
of the Performance Period to the extent it deems appropriate in its sole discretion, which shall be
conclusive and binding upon all parties concerned, to compensate for or reflect any extraordinary
changes which may have occurred during the Performance Period which significantly affect factors
that formed part of the basis upon which such Performance Goals, specific performance targets
related to those Performance Goals and award criteria were determined. Such changes may include,
without limitation, changes in accounting practices, tax,



			
	 	 	 
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regulatory or other laws or regulations, or economic changes not in the ordinary course of
business cycles. The Committee also reserves the right to adjust Performance Awards to insulate
them from the effects of unanticipated, extraordinary, major business developments, e.g., unusual
events such as a special asset writedown, sale of a division, etc. The determination of financial
performance achieved for any Performance Period may, but need not be, adjusted by the Committee to
reflect such extraordinary, major business developments. Any such determination shall not be
affected by subsequent adjustments or restatements.




               (B) In the event of any change in the outstanding Shares or ADSs by reason of any share
dividend or split, recapitalization, merger, consolidation, combination or exchange of Shares or
ADSs or other similar corporate change, the Committee shall make such adjustments, if any, that it
deems appropriate in the Performance Goals, specific performance factors and targets related to
those Performance Goals and award criteria established by it under this Subsection (h) for
any Performance Period not then completed; any and all such adjustments to be conclusive and
binding upon all parties concerned.



               (C) Notwithstanding the foregoing provisions of this Subsection (h)(iv), with respect
to a Performance Award to a Covered Employee that is intended to be “performance-based
compensation” for purposes of Section 162(m) of the Code, the Committee shall not have any
discretion granted by this Subsection (h)(iv), to the extent reserving or exercising such
discretion would cause any such Performance Award not to qualify for the exemption from the
limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section
162(m)(4)(C) of the Code.



          (v) Payment; Certification. No Performance Award will vest or be deemed earned and
payable with respect to any Covered Employee or other Employee subject to the reporting
requirements of Section 16(a) of the Exchange Act until the Committee certifies in writing the
level of performance attained for the Performance Period in relation to the applicable Performance
Goals. For purposes of this Subsection (h)(v), approved minutes of the Committee meeting
in which the certification is made shall be treated as a written certification. In applying
Performance Goals, the Committee may, in its discretion, exclude unusual or infrequently occurring
items (including any event listed in Section 10 and the cumulative effect of changes in the
law, regulations or accounting rules), and may determine no later than ninety (90) days after the
commencement of any applicable Performance Period to exclude other items, each determined in
accordance with U.S. GAAP (to the extent applicable) and as identified in the financial statements,
notes to the financial statements or discussion and analysis of management.




          (vi) Limitation on Grants of Restricted ADSs to Covered Employees. The total number
of ADSs for which Restricted ADSs may be awarded and which may be granted as Options to any Covered
Employee during any one (1) year period shall not exceed fifteen percent (15%) of the Plan Maximum
in the aggregate. The limitation set forth in the preceding sentence shall be applied in a manner
which will permit compensation generated under this Plan, where appropriate, to constitute
“performance-based compensation” for purposes of Section 162(m) of the Code, including counting
against such maximum number of ADSs, to the extent required under Section 162(m) of the Code and
applicable interpretive authority thereunder, any Restricted ADSs or other Awards that are canceled
or repriced.




			
	 	 	 
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          (vii) Section 162(m) of the Code. To the extent that it is the intent of the Company
and the Committee that any Performance Awards be “performance-based compensation” for purposes of
Section 162(m) of the Code, this Section 7(h) shall be interpreted in a manner that
satisfies the applicable requirements of Section 162(m)(4)(C) of the Code and this Plan shall be
operated so that the Company may take a full tax deduction for such Performance Awards. If any
provision of this Plan or any Performance Award would otherwise frustrate or conflict with this
intent, that provision shall be interpreted and deemed amended so as to avoid this conflict and
such terms or provisions shall be deemed inoperative to the extent necessary to avoid the conflict
with the requirements of Section 162(m) of the Code without invalidating the remaining provisions
hereof. With respect to any intended compliance with Section 162(m) of the Code, if this Plan does
not contain any provision required to be included herein under Section 162(m) of the Code, such
provisions shall be deemed to be incorporated herein with the same force and effect as if such
provision had been set out at length herein.




SECTION 8

PERFORMANCE UNIT AWARDS




     (a) Grant of Performance Unit Awards. The Committee may grant Performance Unit Awards
under this Plan payable in the form of ADSs to the eligible Employees determined under Section
4(a). The Committee shall determine the provisions, terms and conditions of each Performance
Unit Award, which need not be identical, including, but not limited to, the applicable Performance
Period, and the Performance Goals, specific performance factors and targets related to the
Performance Goals, award criteria, and the targeted amount of his or her Performance Unit Award, as
well as any other applicable terms of the Performance Unit Award for which he or she is eligible,
the Date of Grant, the vesting, and the forfeiture provisions, that are not inconsistent with this
Plan subject to the provisions of this Section 8.



     (b) Form of Performance Unit Award. Each Performance Unit Award granted under this
Plan shall be evidenced by an Award Deed and shall comply with and be subject to the terms and
conditions of this Plan. In addition, the Participant must enter into an Award Agreement in such
form (which need not be the same for each Participant) as the Committee shall from time to time
approve, specifying the other terms and conditions of the Performance Unit Award which are not
inconsistent with this Plan, and any provisions that may be necessary to assure that any
Performance Unit Award will comply with Section 409A of the Code.



     (c) Grant Criteria. In determining the amount and value of each Performance Unit
Award to be granted, the Committee may take into account the responsibility level, performance,
potential, other Performance Unit Awards, and such other considerations with respect to a
Participant as it deems appropriate.



     (d) Date of Grant. The Date of Grant of a Performance Unit Award shall be as defined
in Section 2. The Committee makes the determination to grant such Awards unless otherwise
specified by the Committee or the terms of this Plan. The applicable Award Deed and Award
Agreement shall be delivered to the Participant within a reasonable time after the granting of the
Award.



			
	 	 	 
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     (e) Performance Period. Performance Unit Awards shall be awarded in connection with a
Performance Period, as determined by the Committee in its discretion; provided, however, that a
Performance Period may be no shorter than twelve (12) months.



     (f) Performance Goals; Specific Performance Targets; Award Criteria.



          (i) The Committee shall fix and establish in writing (A) the Performance Goals that will apply
to that Performance Period; (B) with respect to Performance Goals, the specific performance factors
and targets related to each Participant and, if achieved, the targeted amount of his or her
Performance Unit Award; and (C) subject to Subsection (g)(i) below, the criteria for
computing the amount that will be paid with respect to each level of attained performance. The
Committee shall also set forth the minimum level of performance, based on objective factors and
criteria, that must be attained during the Performance Period before any Performance Goal is deemed
to be attained and any Performance Unit Award will be earned and become payable, and the percentage
of the Performance Unit Award that will become earned and payable upon attainment of various levels
of performance that equal or exceed the minimum required level. The Committee shall prepare and
adopt the Plan Schedule for a particular Performance Period.




          (ii) The Committee may, in its discretion, select Performance Goals and specific performance
factors and targets that measure the performance of the Company or one or more business units,
divisions or Subsidiaries of the Company. The Committee may select Performance Goals and specific
performance targets that are absolute or relative to the performance of one or more peer companies
or an index of peer companies. Performance Unit Awards awarded to Participants will be based on
the Performance Goals and payment formulas that the Committee, in its discretion, may establish for
these purposes.




     (g) Adjustments.



          (i) In order to assure the incentive features of this Plan and to avoid distortion in the
operation of this Plan, the Committee may make adjustments in the Performance Goals, specific
performance factors and targets related to those Performance Goals and award criteria established
by it for any Performance Period under this Section 8 whether before or after the end of
the Performance Period to the extent it deems appropriate in its sole discretion, which shall be
conclusive and binding upon all parties concerned, to compensate for or reflect any extraordinary
changes which may have occurred during the Performance Period which significantly affect factors
that formed part of the basis upon which such Performance Goals, specific performance targets
related to those Performance Goals and award criteria were determined. Such changes may include,
without limitation, changes in accounting practices, tax, regulatory or other laws or regulations,
or economic changes not in the ordinary course of business cycles. The Committee also reserves the
right to adjust Performance Unit Awards to insulate them from the effects of unanticipated,
extraordinary, major business developments, e.g., unusual events such as a special asset writedown,
sale of a division, etc. The determination of financial performance achieved for any Performance
Period may, but need not be, adjusted by the Committee to reflect such extraordinary, major
business developments. Any such determination shall not be affected by subsequent adjustments or
restatements. The Committee also reserves the right to increase or decrease by up to twenty
percent (20%) the amount of the Performance Unit Award determined




			
	 	 	 
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by the Committee pursuant to Section 8(h) to be payable for the Performance Period to
any Participant. The determination of the amount of the increase or decrease, if any, in the
amount of any such Participant’s Performance Unit Award for the Performance Period shall be
determined by the Committee in connection with its determinations under Section 8(h) for
the Performance Period.




          (ii) In the event of any change in outstanding Shares or ADSs by reason of any share dividend
or split, recapitalization, merger, consolidation, combination or exchange of Shares or ADSs or
other similar corporate change, the Committee shall make such adjustments, if any, that it deems
appropriate in the Performance Goals, specific performance factors and targets related to those
Performance Goals and award criteria established by it under this Section 8 for any
Performance Period not then completed; any and all such adjustments to be conclusive and binding
upon all parties concerned.




     (h) Payment; Certification. As soon as administratively feasible after the end of
each Performance Period, the Committee shall determine whether the Performance Goals applicable to
Performance Unit Awards for such Performance Period were satisfied and, if such Performance Goals
were satisfied in whole or in part, the amount payable for each Participant granted a Performance
Unit Award. Unless otherwise specified by the terms of this Plan, no Performance Unit Award will
vest or be deemed earned and payable with respect to any Employee until the Committee certifies in
writing the level of performance attained for the Performance Period in relation to the applicable
Performance Goals. For purposes of this Subsection (h), approved minutes of the Committee
meeting in which the certification is made shall be treated as a written certification. In
applying Performance Goals, the Committee may, in its discretion, exclude unusual or infrequently
occurring items (including any event listed in Section 10 and the cumulative effect of
changes in the law, regulations or accounting rules), and may determine no later than ninety (90)
days after the commencement of any applicable Performance Period to exclude other items, each
determined in accordance with U.S. GAAP (to the extent applicable) and as identified in the
financial statements, notes to the financial statements or discussion and analysis of management.



     (i) Disqualification of Award. This Plan is intended to align the interests of
Employee and the holders of ADSs. Occasionally unusual circumstances may arise that are not
anticipated by this Plan. Should a situation occur where a Participant is deemed to have (A)
breached the Company’s Code of Business Conduct (Ethics) Policy, (B) materially breached any other
policy of the Company, or (C) experienced a significant incident involving a fatal or serious
injury to an Employee under the supervision of the Participant or significant damage to the
property of the Company and its Subsidiaries or the environment which is caused by the actions or
inactions of the Participant or one or more Employees under his or her supervision, the Committee,
in its sole discretion, may disqualify the Participant from earning or receiving payment of any
Performance Unit Award for a given Performance Period in whole or in part. Participation in future
Performance Periods may be considered independent of this decision.



			
	 	 	 
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SECTION 9

ISSUANCE OF ADSs; PAYMENT; TAX WITHHOLDING; 

NON-U.K. OR U.S. PARTICIPANTS




     (a) Issuance of ADSs. As a condition to the transfer of any ADSs issued under this
Plan, the Company may require an opinion of counsel, satisfactory to the Company, to the effect
that such transfer will not be in violation of the U.S. Securities Act of 1933, as amended, or any
other applicable securities laws, rules or regulations, or that such transfer has been registered
under U.S. federal and all applicable state securities laws and, effective May 31, 2006, other
non-U.S. registration laws, rules and regulations the Committee deems applicable and for which, in
the opinion of legal counsel for the Company, there is no exemption from the registration
requirements of such laws, rules or regulations available for the issuance and sale of such ADSs.
The Company may refrain from delivering or transferring ADSs issued under this Plan until the
Committee has determined that the Participant has tendered to the Company any and all applicable
Employee Taxes owed by the Participant as the result of the receipt of an Award, the vesting of an
Award, the exercise of an Option or the disposition of any ADSs issued under this Plan, in the
event that the Company reasonably determines that it might have a legal liability to satisfy such
Employee Taxes and/or, effective May 31, 2006, any amounts owed to the Company under the Company’s
Tax Equalization or Hypothetical Tax policies or specific agreements relating thereto. The Company
shall not be liable to any person or entity for damages due to any delay in the delivery or
issuance of any ADSs for any reason whatsoever.



     (b) Eligibility for Payment for a Performance Unit Award. Except as provided in
Sections 14(a)(iii), (b), (c) and (d), upon the Committee’s written
certification in accordance with Section 8(h) that a payment for a Performance Unit Award
with respect to a Performance Period is due under this Plan, each Participant who has been granted
a Performance Unit Award with respect to such Performance Period and who has remained continuously
employed by the Company or a Subsidiary until the last day of such Performance Period shall be
entitled to the payment amount applicable to such Participant’s Performance Unit Award certified by
the Committee for such Performance Period. Payments under this Plan with respect to any such
Performance Unit Award shall be made by issuance or transfer of ADSs with an aggregate Fair Market
Value (determined as of the date of issuance) equal to the aggregate amount payable. It is
intended that payments (including the issuance or transfer of ADSs) under this Plan shall be made
as soon as administratively feasible after the end of the Performance Period following written
certification by the Committee under Section 8(h) that payment of Performance Unit Awards
are due and no later than the December 31st of the year following the year in which that
Performance Period ends in order to ensure that this Plan complies with the specified time of
payment requirement of Section 409A(a)(2)(A)(iv) of the Code and U.S. Treasury Regulation
§§1.409A-3(a)(4) and (b).



     (c) Tax Withholding. Awards under this Plan shall be subject to withholding for
Employee Taxes required by law. Each Participant shall, no later than the date as of which the
value of any Award or any ADSs or other amounts received thereunder first becomes includable in the
gross income of such Participant for Employee Taxes, pay to the Company or its designee, or make
arrangements satisfactory to the Committee regarding payment of, any and all such Employee Taxes
required to be withheld with respect to such income and, effective May 31, 2006, any amounts owed
to the Company under the Company’s Tax Equalization or



			
	 	 	 
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Hypothetical Tax policies or specific agreements relating thereto. The Company or its
designee and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any
such Employee Taxes from any payment of any kind otherwise due to the Participant and to require
any payments necessary in order to enable it to satisfy its withholding obligations. Subject to
approval by the Committee and compliance with applicable law, a Participant may elect to have such
withholding obligation satisfied, in whole or in part, by (i) authorizing the Company or its
designee to withhold from ADSs to be issued pursuant to any Award, a number of ADSs with an
aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the
withholding amount due, or (ii) transferring to the Company or its designee Qualifying ADSs owned
by the Participant with an aggregate Fair Market Value (as of the date the withholding is effected)
that would satisfy the amount of the Employee Taxes. In addition, withholding for Employee Taxes
may be by any method set forth in the applicable Award Agreement.




     (d) Non-U.K. or U.S. Participants. Without amending this Plan, the Committee may
grant Awards after May 30, 2006 to eligible persons who are performing Services in jurisdictions
other than the United Kingdom or the United States on such terms and conditions different from
those specified in this Plan as may, in the judgment of the Committee, be necessary or desirable to
foster and promote achievement of the purposes of this Plan and, in furtherance of such purposes,
the Committee may make such modifications, amendments, procedures, subplans and the like as may be
necessary or advisable to comply with the provisions of laws and regulations in other countries or
jurisdictions in which the Company or its Subsidiaries operate.



SECTION 10

CAPITALIZATION ADJUSTMENTS; MERGER; CHANGE IN CONTROL




     (a) Adjustments Upon Changes in Capitalization. Subject to any required action by the
Shareholders or holders of ADSs, the number of ADSs covered by each outstanding Award (as well as
the Exercise Price covered by any outstanding Option), the aggregate number of ADSs that have been
authorized for issuance under this Plan and the aggregate number of ADSs that may be issued in
connection with grants of Restricted ADS Awards under this Plan shall be proportionately adjusted
for any increase or decrease in the number of issued ADSs resulting from a share split, payment of
a dividend with respect to the ADSs or any other increase or decrease in the number of issued ADSs
effected without receipt of consideration by the Company or any other variation in the share
capital of the Company. Such adjustment shall be made by the Committee in its sole discretion,
which adjustment shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of any class shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of ADSs subject to an Option.



     (b) Dissolution, Liquidation, Sale of Assets or Merger. In the event of the
dissolution or liquidation of the Company, other than pursuant to a Reorganization (hereinafter
defined), any Award granted under this Plan shall terminate as of a date to be fixed by the
Committee, provided that not less than thirty (30) days’ written notice of the date so fixed shall
be given to each Participant and each such Participant shall have the right during such period to
acquire ADSs under Awards or to exercise his or her Options as to all or any part of the ADSs



			
	 	 	 
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covered thereby, including ADSs as to which such Awards would not otherwise be vested by
reason of an insufficient lapse of time.




     In the event of a Reorganization in which the Company is not the surviving or acquiring
company, or in which the Company is or becomes a wholly-owned subsidiary of another company after
the effective date of the Reorganization, then



          (i) if there is no plan or agreement respecting the Reorganization (“Reorganization
Agreement”) or if the Reorganization Agreement does not specifically provide for the change,
conversion or exchange of the ADSs under outstanding Awards for securities of another corporation,
then the Committee shall take such action, and the Awards shall terminate, as provided above; or




          (ii) if there is a Reorganization Agreement and if the Reorganization Agreement specifically
provides for the change, conversion or exchange of the ADSs under outstanding Awards or unexercised
Options for securities of another corporation, then the Committee, to the extent permissible under
the Act and the Code, shall adjust the ADSs under such outstanding unexercised Options (and shall
adjust the ADSs which are then available to be optioned, if the Reorganization Agreement makes
specific provisions therefor) in a manner not inconsistent with the provisions of the
Reorganization Agreement for the adjustment, change, conversion or exchange of such Awards and such
Options.




     The term “Reorganization” as used in this Section 10(b) shall mean any scheme of
arrangement, statutory merger, statutory consolidations, sale of all of the assets of the Company,
or sale, pursuant to any agreement with the Company, of securities of the Company pursuant to which
the Company is or becomes a wholly-owned subsidiary of another company after the effective date of
the Reorganization.



     Except as provided above in this Section 10(b) and except as otherwise provided by the
Committee in its sole discretion, any Awards shall terminate immediately prior to the consummation
of such proposed action.



     (c) Effect of Termination of Employment for Certain Reasons Following a Change
in Control. If the employment of a Participant is terminated without Cause (as
defined in Section 11(e)) or if the Participant resigns from his or her
employment for “good reason” within the two-year period following a Change in Control
of the Company, (i) each of the Participant’s Options that are not otherwise fully
vested and exercisable shall become fully vested and exercisable, notwithstanding
Section 6(d),
and the Participant shall have the right to exercise those Options as
provided in Section 14(a)(i), or for such other period of time as
may be determined by the Committee, (ii) all Restricted ADSs held by such
Participant that are still subject to restrictions shall have the remaining
restrictions automatically waived and the Participant shall be fully vested
in those ADSs, and (iii) all Performance Unit Awards held by such
Participant shall be interpreted as if the specific targets related to the
Performance Goals established by the Committee for that Participant for that
Performance Period have been achieved to a level of performance, as of the
date his or her Services terminates, that would cause all (100%) of the
Participant’s targeted amount under the Performance Unit Award to become
payable. Except as provided in the next sentence, the amount determined
pursuant to clause (iii)



			
	 	 	 
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of the preceding sentence of this Subsection (c) shall be paid within sixty (60)
days of the date the Participant’s Services terminates. If, however, the Participant is a
Specified Employee on the date his or her Services terminates, payment of the amount under
this Subsection (c) shall not be made until the date which is six (6) months after
the date his or her Services terminates.




     For purposes of this Section 10(c), a Participant may regard his or her employment as
being constructively terminated and may, therefore, resign within thirty (30) days of his or her
discovery of the occurrence of one or more of the following events, any of which will constitute
“good reason” for such resignation if they occur within the two-year period following a Change in
Control of the Company:



          (i) without the Participant’s express written consent, the assignment of the Participant to
any position which is not at least equivalent to the Participant’s duties, responsibilities and
status within the Company and its Subsidiaries immediately prior to the Change in Control;




          (ii) a reduction of the Participant’s base salary or of any bonus compensation formula
applicable to him or her immediately prior to the Change in Control;




          (iii) a failure to maintain any of the employee benefits to which Participant is entitled at a
level substantially equal to or greater than the value to him or her and his or her dependents of
those employee benefits in effect immediately prior to the Change in Control through the
continuation of the same or substantially similar plans, programs, policies; or the taking of any
action that would materially effect the Participant’s participation in or reduce the Participant’s
benefits under any such plans, programs or policies, or deprive the Participant or his
or her dependents of any material fringe benefits enjoyed by the Participant immediately prior
to the Change in Control;




          (iv) the failure to permit the Participant to take substantially the same number of paid
vacation days and leave to which the Participant is entitled immediately prior to the Change in
Control; or




          (v) effective April 1, 2008, requiring the Participant who is based in the office of ENSCO
International Incorporated in Dallas, Texas on the date a Change in Control of the Company occurs
to be based anywhere other than within a fifty (50) mile radius of the office of ENSCO
International Incorporated in Dallas, Texas, except for required travel on business to an extent
substantially consistent with the Participant’s business travel obligations immediately prior to
the Change in Control.




     In the event of the occurrence of any of the above listed events and in the event the
Participant wishes to resign from his or her employment on the basis of occurrence of such event,
the Participant shall give notice of his or her proposed resignation, and the successor corporation
shall have a period of thirty (30) days following its receipt of such notice to remedy the breach
or occurrence giving rise to such proposed resignation. In the event the successor corporation
fails to so remedy said breach or occurrence by expiration of said thirty (30)-day period, the
Participant shall be deemed to have resigned from his or her employment for good



			
	 	 	 
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reason pursuant to this Section 10(c) and shall be treated as if his or her employment
has been terminated without Cause and he or she shall be entitled to the treatment of his or her
Awards and Options described in this Section 10(c).




     (d) Acquisitions and Other Transactions. The Committee may, from time to time,
approve the assumption of outstanding awards granted by another entity, whether in connection with
an acquisition of such other entity or otherwise, by either (i) granting an Award under this Plan
in replacement of or in substitution for the awards assumed by the Company, or (ii) treating the
assumed award as if it had been granted under this Plan if the terms of such assumed award could be
applied to an Award granted under this Plan. Such assumption shall be permissible if the holder of
the assumed award would have been eligible to be granted an Award hereunder if the other entity had
applied the rules of this Plan to such grant.



SECTION 11

RETURN OF PROCEEDS




     (a) Requirements. The Committee, in its discretion, may include as a term of any
Participant’s Option Agreement or any Award Agreement, provisions requiring that:



          (i) if the Participant who is an Employee engages in an activity that competes with the
business of the Company or any of its Subsidiaries within one (1) year after (A) such Participant
voluntarily resigned or retired from his or her position as an Employee, or (B) his or
her status as an Employee was terminated by the Company for Cause (as defined in Section
11(e) below) (either event constituting a “Termination”); and




          (ii) if (A) the Participant had exercised Options, (B) Restricted ADSs held by the Participant
had vested, or (C) the Participant had Performance Unit Awards that had vested and become payable,
within one (1) year of the date of Termination:




then the Participant shall be required to remit to the Company, within five (5) business days of
receipt of written demand therefor, the amounts set forth in Subsection 11(b),
11(c), or 11(d), as appropriate.



     (b) Proceeds of Options. If the Participant exercised Options within one (1) year of
the date of Termination, and if the Committee, in its sole discretion, has so provided in the
Participant’s Option Agreement, the Participant shall remit to the Company or its designee an
amount in good funds equal to the excess of (i) the Fair Market Value per ADS on the date of
exercise of such Option(s) multiplied by the number of ADSs with respect to which the Options were
exercised over (ii) the aggregate option Exercise Price for such ADSs.



     (c) Vested Restricted ADS Awards and the Proceeds Therefrom. If Restricted ADS Award
grants held by the Participant vested within one (1) year of the date of Termination, and if the
Committee, in its sole discretion, has so provided in the Award Agreements, the Participant shall
remit to the Company or its designee an amount in good funds equal to the Fair Market Value of such
ADSs computed as of the date of vesting of such ADSs.



			
	 	 	 
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     (d) Vested Performance Unit Awards and the Proceeds Therefrom. If Performance Unit
Award grants held by the Participant vest and become payable within one (1) year of the date of
Termination, and if the Committee, in its sole discretion, has so provided in the Award Agreements,
the Participant shall remit to the Company or its designee an amount in good funds equal to the sum
of the Fair Market Value of the ADSs issued in settlement of that Performance Unit Award, if any,
computed as of the date of issuance of such ADSs.



     (e) Definition of Cause. For purposes of this Section 11, Section
10(c) and Section 14, “Cause” is defined as and limited to (i) gross misconduct or
gross neglect by the Participant in the discharge of his or her duties as an Employee, (ii) the
breach by the Participant of any policy or written agreement with the Company or any of its
Subsidiaries, including, without limitation, the Company’s Code of Business Conduct (Ethics) Policy
and any employment or non-disclosure agreement, (iii) proven dishonesty in the performance of the
Participant’s duties, (iv) the Participant’s conviction or a plea of guilty or nolo contendere to a
felony or crime of moral turpitude, or (v) the Participant’s alcohol or drug abuse; provided,
however, the Participant shall not be deemed to have been dismissed for cause unless and until
there shall have been delivered to the Participant a copy of a resolution duly adopted by the Board
or the Committee at a meeting duly called and held for the purpose (after reasonable notice to the
Participant and an
opportunity for the Participant, together with his or her counsel, to be heard before the
Board or Committee), finding that in the good-faith, reasonable opinion of the Board or Committee,
the Participant was guilty of the conduct set forth in this sentence and specifying the particulars
in detail.



SECTION 12

NO EMPLOYMENT RIGHTS




     No provisions of this Plan under any Award Agreement shall be construed to give any
Participant any right to remain an Employee of, or provide Services to, the Company or any of its
Subsidiaries or to affect the right of the Company to terminate any Employee’s Services at any
time, with or without cause.



SECTION 13

TERM OF PLAN; EFFECT OF AMENDMENT OR TERMINATION




     (a) Term of Plan. This Plan shall continue in effect for a term of ten (10) years
ending December 31, 2014 unless sooner terminated under this Section 13.



     (b) Amendment and Termination. The Committee in its sole discretion may terminate
this Plan at any time and may amend this Plan at any time in such respects as the Committee may
deem advisable; provided, that (i) (A) any change in the aggregate number of ADSs that may be
issued under this Plan, other than in connection with an adjustment under Section 10 of
this Plan, or change in the Employees eligible to receive Awards under this Plan, and (B) any other
amendment that is or would be a “material revision” to this Plan under the then-applicable rules or
requirements of the New York Stock Exchange, shall require the approval of the shareholders of the
Company in the manner provided by the Company’s bylaws, as amended, and (ii) no amendment,
suspension or termination of this Plan shall materially



			
	 	 	 
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adversely affect the rights of a Participant with respect to compensation previously earned
and not yet paid.




     (c) Effect of Termination. In the event this Plan terminates or is terminated, no
ADSs shall be issued under this Plan, except upon exercise of an Option or vesting of Restricted
ADS Award or Performance Award granted prior to such termination. The termination of this Plan, or
any amendment thereof, shall not affect any ADSs previously issued to a Participant or any Awards
previously granted under this Plan.



SECTION 14

GENERAL PROVISIONS




     (a) Termination of Status as an Employee. Except as provided in Sections
14(b), 14(c) and 14(d) below:



          (i) Effect of Termination on Optionee. A Participant holding an Option who ceases to
be an Employee of the Company and its Subsidiaries may, but only until the earlier of (A) the date
the Option held by the Participant expires, or (B) ninety (90) days after the date such Participant
ceases to be an Employee (or in each case, such shorter period as may be provided in the Option
Agreement), exercise the Option to the extent that the Participant was entitled to exercise it on
such date, unless the Committee further extends such period in its sole discretion. To the extent
that the Participant is not entitled to exercise an Option on the date his or her Services cease,
or if the Participant does not exercise it within the time specified herein, such Option shall
terminate. The Committee shall have the authority to determine the date a Participant ceases to be
an Employee.




          (ii) Effect of Termination of Employment on Restricted ADS Award Holders. In the
event an Employee ceases to perform Services for the Company and its Subsidiaries for any reason
other than those set forth in Sections 10(c), 14(b), 14(c) or 14(d) during
the Restriction Period, then any Restricted ADSs held by such Participant that are still subject to
restrictions on the date such Participant ceases to be an Employee of the Company and its
Subsidiaries shall be forfeited automatically and returned to the Company.




          (iii) Effect of Termination of Employment on Performance Unit Awards. Except as
provided in Section 10(c), if a Participant resigns before his or her Normal Retirement Age
or is terminated involuntarily with or without Cause, and such employment termination occurs before
the Participant’s Performance Unit Award, if any, has been certified pursuant to Section
8(h), then such Participant shall forfeit that unpaid Performance Unit Award and shall not be
entitled to receive any payment under this Plan with respect to his or her Performance Unit Award
for such Performance Period.




     (b) Retirement on or after Normal Retirement Age. In the event a Participant ceases
to perform Services for the Company and its Subsidiaries as a result of such Participant’s
retirement on or after his or her Normal Retirement Age, (i) each of his or her Options shall
become fully vested and exercisable, notwithstanding Section 6(d), and shall remain
exercisable for the entire Option term, and (ii) all of the restrictions remaining on all of the
remaining ADSs of each Restricted ADS Award shall be automatically waived and the Participant shall
be fully



			
	 	 	 
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vested in those ADSs. If a Participant was granted a Performance Unit Award for a Performance
Period and his or her Services with the Company and its Subsidiaries terminates during the
Performance Period by reason of Retirement, the Performance Unit Award shall be interpreted as if
the specific targets related to the Performance Goals established by the
Committee for that Participant for that Performance Period have been achieved to a level of
performance, as of the date his or her Services terminates, that would cause all (100%) of the
Participant’s targeted amount under the Performance Unit Award to become payable. Except as
provided in the next sentence, the amount determined pursuant to the preceding sentence of this
Subsection (b) shall be paid within sixty (60) days of the date the Participant’s Services
terminates. If, however, the Participant is a Specified Employee on the date of his or her
Retirement, payment of the amount under this Subsection (b) shall not be made until the
date which is six (6) months after the date of his or her Retirement.




     (c) Permanent and Total Disability. In the event a Participant is unable to continue
to perform Services for the Company and its Subsidiaries as a result of such Participant’s
Permanent and Total Disability (and, for ISOs, at the time such Permanent and Total Disability
begins, the Participant was an Employee and had been an Employee since the Date of Grant), such
Participant may exercise an Option in whole or in part to the extent that the Participant was
entitled to exercise it on the date his or her Services cease, but only until the earlier of the
date (i) the Option held by the Participant expires, or (ii) twelve (12) months from the date of
termination of his or her Services due to such Permanent and Total Disability. To the extent the
Participant is not entitled to exercise an Option on the date his or her Services cease, or if the
Participant does not exercise it within the time specified herein, such Option shall terminate.
Unless otherwise provided in the applicable Restricted ADS Award Agreement, if a Participant’s
employment is terminated during a Restriction Period because of Permanent and Total Disability, the
Committee may provide for an earlier payment in settlement of such Award in such amount and under
such terms and conditions as the Committee deems appropriate. If a Participant was granted a
Performance Unit Award for a Performance Period and his or her Services with the Company and its
Subsidiaries terminates during the Performance Period by reason of Permanent and Total Disability,
the Performance Unit Award shall be interpreted as if the specific targets related to the
Performance Goals established by the Committee for that Participant for that Performance Period
have been achieved to a level of performance, as of the date his or her Services terminates, that
would cause all (100%) of the Participant’s targeted amount under the Performance Unit Award to
become payable. The amount determined pursuant to the preceding sentence of this Subsection
(c) shall be paid within sixty (60) days of the date the Participant’s Services terminates.



     (d) Death of a Participant. In the event a Participant’s death occurs during the term
of an Option held by such Participant and, on the date of death, the Participant was an Employee
(and, for ISOs, at the time of death, the Participant was an Employee and had been an Employee
since the Date of Grant), the Option may be exercised in whole or in part to the extent that the
Participant was entitled to exercise it on such date, but only until the earlier of the date (i)
the Option held by the Participant expires, or (ii) twelve (12) months from the date of the
Participant’s death, effective May 31, 2006, by the individual designated by the Participant
pursuant to Section 14(g) as his or her beneficiary (if applicable), or by the executor or
administrator of the Participant’s estate. To the extent the Option is not entitled to be
exercised on the date of the Participant’s death, or if the Option is not exercised within the time
specified



			
	 	 	 
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herein, such Option shall terminate. Unless otherwise provided in the applicable Restricted
ADS Award Agreement, if a Participant’s employment is terminated during a Restriction Period
because of death, the Committee may provide for an earlier payment in settlement of such Award in
such amount and under such terms and conditions as the Committee deems appropriate, effective May
31, 2006, and such payment shall be made to the individual designated by the Participant pursuant
to Section 14(g) as his or her beneficiary (if any), or to the executor or administrator of
the Participant’s estate. If a Participant was granted a Performance Unit Award for a Performance
Period and his or her Services with the Company and its Subsidiaries terminates during the
Performance Period by reason of death, the Performance Unit Award shall be interpreted as if the
specific targets related to the Performance Goals established by the Committee for that Participant
for that Performance Period have been achieved to a level of performance, as of the date his or her
Services terminates, that would cause all (100%) of the Participant’s targeted amount under the
Performance Unit Award to become payable. The amount determined pursuant to the preceding sentence
of this Subsection (d) shall be paid within sixty (60) days of the date of the
Participant’s death to the individual designated by the Participant pursuant to Section
14(g) as his or her beneficiary (if any), or to the executor or administrator of the
Participant’s estate.




     (e) Effect of Company Blackout Periods. The Company has established the ENSCO
Securities Trading Policy and Procedure (the “Policy”) relative to disclosure and trading on inside
information as described in the Policy. Under the Policy, directors, officers and managers (as
defined in the Policy) of the Company are prohibited from trading Company securities during certain
“blackout periods” as described in the Policy. In respect to any Participant subject to the
Policy, if (i) the date on which an Option term will expire, or (ii) the date on which any
Restriction Period will lapse and as a result of which Restricted ADSs will become vested, whether
because of the passage of time or the achievement of performance goals and factors, falls within a
blackout period imposed by the Policy, the applicable date described in clause (i) or (ii) of this
sentence shall automatically be extended by this Section 14(e) to the second U.S. business
day immediately following the last day of the applicable blackout period. The Committee shall
interpret and apply the extension automatically provided by the preceding sentence to ensure that
in no event shall the term of any Option expire or any Restriction Period lapse during an imposed
blackout period.



     (f) Non-Transferability of Awards. No Award granted under this Plan may be sold,
pledged, assigned, hypothecated, transferred or disposed of in any manner other than (i) effective
May 31, 2006, by a then-effective beneficiary designation (if applicable) or the executor or
administer of the Participant’s estate, or (ii) in the case of any holder after the Participant’s
death, only by will or by the laws of descent and distribution. No Award granted under this Plan
is assignable by operation of law or subject to execution, attachment or similar process. Any
Award granted under this Plan can only vest or be exercised, or become payable, by such Participant
during the Participant’s lifetime. Any attempted sale, pledge, assignment, hypothecation or other
transfer of the Award contrary to the provisions hereof and the levy of any execution, attachment
or similar process upon the Award shall be null and void and without force or effect. No transfer
of the Award to the executor or administer of the Participant’s estate shall be effective to bind
the Company unless the Company shall have been furnished such evidence as the Committee may deem
necessary to establish the validity of the transfer and the acceptance by the transferee or
transferees of the terms and conditions of the Award. The terms



			
	 	 	 
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of any Award transferred after May 30, 2006 pursuant to a then-effective beneficiary
designation (if applicable) or to the executor or administer of the Participant’s estate shall be
binding upon the executors, administrators, heirs and successors of the Participant.




     (g) Designation of Beneficiary. Effective May 31, 2006 and only if permitted under
the applicable Award Agreement, a Participant may designate a primary and contingent beneficiary
who shall in the event of the Participant’s death (i) succeed to the Participant’s right to
exercise his or her Options under the terms and during the period specified in Section
14(d), (ii) become entitled to any settlement of the Participant’s Restricted ADS Award under
Section 14(d), and (iii) succeed to the Participant’s right to any payment of the
Participant’s Performance Unit Award under Section 14(d). The designation of beneficiary
will control the exercise rights, if any, with respect to all outstanding Options the Participant
holds on the date of his or her death and the entitlement to settlement, if any, under all
outstanding Restricted ADS Awards and Performance Unit Awards the Participant holds on the date of
his or her death, as well as under all other awards held by the Participant on the date of his or
her death that were granted under the 1998 Incentive Plan and the ENSCO International Incorporated
2000 Stock Option Plan. If the primary beneficiary and contingent beneficiary, if any, designated
by the Participant in his or her then-effective beneficiary designation predecease the Participant
or if no such designation is made or permitted to be made, the executor or the administrator of the
Participant’s estate shall succeed to the Participant’s rights described in this Section
14(g). A Participant may only have one applicable beneficiary designation on file with the
Company with regard to Options, Restricted Stock Awards and Performance Unit Awards. A Participant
may revoke any designation of beneficiary on file with the Director-Compensation & Benefits of the
Company by filing a new designation of beneficiary with the Director-Compensation & Benefits. The
most recent designation of beneficiary filed by a Participant with the Director-Compensation &
Benefits will supersede any previously filed designation of beneficiary.



SECTION 15

FUNDING AND STATUS OF PROGRAM




     This Plan is a payroll practice of the Company and not an employee benefit plan within the
meaning of Section 3(3) of ERISA. This Plan is not funded in the sense of a “funded plan” under
ERISA, or U.S. Internal Revenue Service or other government regulations, which prescribe certain
Participant rights and fiduciary obligations. Funding for this Plan will be equivalent to the sum
of individual Performance Unit Awards. Funding is for accounting purposes only and does not confer
any rights to Participants to any portion of such funds or any other Company assets except under
this Plan rules and Performance Unit Award guidelines. To the extent that a Participant acquires a
right to receive payment from the Company under this Plan, such right shall be no greater than the
rights of any unsecured creditor of the Company.



SECTION 16

GOVERNING LAW




     EFFECTIVE DECEMBER 23, 2009, THIS PLAN AND ANY AND ALL AWARD AGREEMENTS EXECUTED IN CONNECTION
WITH THIS PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.



			
	 	 	 
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ANNEX 1 TO THE




ENSCO INTERNATIONAL INCORPORATED




2005 LONG-TERM INCENTIVE PLAN




(As Revised and Restated on December 22, 2009 and

As Assumed by Ensco International plc as of December 23, 2009)



This Annex 1 to the ENSCO International Incorporated 2005 Long-Term Incentive Plan (As Revised and
Restated on December 22, 2009 and As Assumed by Ensco International plc as of December 23, 2009)
governs Awards granted to Non-Employee Directors of the Company under the Plan. Awards granted
pursuant to this Annex 1 are subject to all of the terms and conditions set forth in the Plan
except as modified by the following provisions which shall replace and/or supplement certain
provisions of the Plan as indicated.




SECTION 1

ESTABLISHMENT AND PURPOSE



The following paragraph shall supplement Section 1 of the Plan with respect to Awards to
Non-Employee Directors:



This Annex 1 has been established to (i) offer selected Non-Employee Directors of the Company an
equity ownership and opportunity to participate in the growth and financial success of the Company
and to accumulate capital for retirement on a competitive basis, (ii) provide the Company an
opportunity to attract and retain the best available persons for Service on the Board, (iii)
create long-term value and encourage equity participation in the Company by Non-Employee Directors
by making available to them the benefits of a larger ADS ownership in the Company through NSOs and
Restricted ADS Awards, (iv) provide incentives to such Non-Employee Directors by means of
market-driven and performance-related incentives to achieve long-term performance goals and
measures, and (v) promote the growth and success of the Company’s business by aligning the
financial interests of Non-Employee Directors with that of the other holders of ADSs. Toward these
objectives, this Annex 1 provides for the grant of NSOs and Restricted ADS Awards.




SECTION 2

DEFINITIONS



The following definitions replace or supplement the definitions in Section 2 of the Plan with
respect to Awards to Non-Employee Directors:




     “Award Agreement” shall mean a written agreement between the Company and a Participant
who is a Non-Employee Director setting forth the terms, conditions and limitations applicable to an
Award, including any amendments thereto.



			
	 	 	 
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     “Committee” shall mean the Nominating, Governance and Compensation Committee of the
Board, the Executive Compensation Subcommittee of the Nominating, Governance and Compensation
Committee of the Board or such other Committee or subcommittee as may be appointed by the Board
from time to time, which shall be comprised solely of two or more persons who are Disinterested
Directors. The Board shall assume any or all of the powers and responsibilities prescribed for the
Committee with respect to NSOs granted to Non-Employee Directors and Restricted ADS Awards to
Non-Employee Directors, and to that extent, the term “Committee” as used herein shall also be
applicable to the Board.



     “Option” shall mean an NSO granted pursuant to Section 4(c).



     “Services” shall mean services rendered to the Company as a Non-Employee Director. In
order for a Participant’s Services to be considered to have terminated for purposes of Section
14(b), such Retirement must constitute a “separation from service” within the meaning of U.S.
Treasury Regulation §1.409A-1(h)(1).



SECTION 3

ADMINISTRATION



The following provision shall replace Section 3(b)(v) of the Plan with respect to Awards to
Non-Employee Directors:





	 	(v)	 	Unless otherwise specified by the terms of this Plan, to select
the Non-Employee Directors to whom Awards may be awarded under this Annex 1
from time to time;





SECTION 4

ELIGIBILITY



The following provisions shall replace Section 4 of the Plan with respect to Awards to Non-Employee
Directors:




     (a) General Rule. Subject to the limitations set forth in this Plan, Non-Employee
Directors shall be eligible to participate in Awards granted under this Annex 1 to the Plan. A
Participant may be granted more than one Award under this Annex 1, and Awards may be granted at any
time or times during the term of this Annex 1. The grant of an Award to a Non-Employee Director
shall not be deemed either to entitle that individual to, or to disqualify that individual from,
participation in any other grant of Awards under this Annex 1.



     (c) Grants of NSOs to Non-Employee Directors. Grants of NSOs to Non-Employee
Directors under this Annex 1 shall be as described in this Section 4(c). For purposes of
this Section 4(c), Company shall mean ENSCO International Incorporated for grants prior to
December 23, 2009 and shall mean Ensco International plc for grants on or after December 23,
2009; similarly, references to the Board shall mean the board of directors of ENSCO International
Incorporated for grants prior to December 23, 2009 and shall mean the board of directors of Ensco
International plc for grants on or after December 23, 2009.



			
	 	 	 
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	 	(i)	 	Each Non-Employee Director of the Company elected after the Effective Date at
the annual shareholders meeting who has not previously served as a Director of the
Company shall be granted an NSO, effective as of the Date of Grant, to purchase 15,000
ADSs.
	 
	 	(ii)	 	Each Non-Employee Director of the Company appointed after the 2005 Annual
Meeting to fill a vacancy in the Board who has not previously served as a Director of
the Company shall be granted an NSO, effective as of the Date of Grant, to purchase
15,000 ADSs.
	 
	 	(iii)	 	Each other Non-Employee Director of the Company elected at, or continuing to
serve following, each annual shareholders meeting, commencing with the 2005 Annual
Meeting, shall be granted an NSO, effective as of the Date of Grant, to purchase 6,000
ADSs.




The Board may determine, from time to time, to provide for a different number of ADSs to be subject
to the grants of NSOs to Non-Employee Directors, to grant Restricted ADS Awards to Non-Employee
Directors, and to make discretionary grants of NSOs to Non-Employee Directors.




SECTION 5

ADSs SUBJECT TO PLAN



ADSs offered or subject to Awards granted under this Annex 1 shall count towards the limits set
forth in Section 5. No Awards may be granted under this Annex 1 which would cause the limits set
forth in Section 5 to be exceeded.




SECTION 6

TERMS AND CONDITIONS OF OPTIONS



The following provisions shall replace Sections 6(d) and (f)(i) of the Plan, respectively, with
respect to Awards to Non-Employee Directors:




     (d) Vesting of Options. Each NSO that is granted to a Director pursuant to
Section 4(c) shall be fully vested and exercisable on the Date of Grant.



     (f) (i) Exercise Price. The Exercise Price shall be such price as is determined by
the Committee in its sole discretion and set forth in the Option Agreement; provided, however, that
the Exercise Price for any NSO granted pursuant to Section 4(c) of this Annex 1 shall
be equal to 100% of the Fair Market Value of the ADSs subject to such NSO on the Date of Grant.



SECTION 7

RESTRICTED ADS AWARDS




     The following provision shall replace Section 7(a)(ii) of the Plan with respect to Awards to
Non-Employee Directors:



			
	 	 	 
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     (ii) The terms, conditions and restrictions of the Restricted ADS Award shall be determined
from time to time by the Committee without limitation, except as otherwise provided in this Plan;
provided, however, that each grant of a Restricted ADS Award shall require the Participant to
remain a Non-Employee Director for at least six (6) months from the Date of Grant.



SECTION 11

RETURN OF PROCEEDS



The following provision shall replace Section 11(a)(i) of the Plan with respect to Awards to
Non-Employee Directors:




     (i) if the Participant who is a Non-Employee Director engages in an activity that competes
with the business of the Company or any of its Subsidiaries within one (1) year after (A) such
Participant voluntarily resigned or retired from his or her position as a Non-Employee Director, or
(B) his or her status as a Non-Employee Director was terminated by the Company for Cause (as
defined in Section 11(e) below) (either event constituting a “Termination”); and


The following provision shall replace Section 11(e) of the Plan with respect to Awards to
Non-Employee Directors:




     (e) Definition of Cause. For purposes of this Section 11 and Section
14, “Cause” is defined as and limited to (i) gross misconduct or gross neglect by the
Participant in the discharge of his or her duties as a Non-Employee Director, (ii) the breach by
the Participant of any policy or written agreement with the Company or any of its Subsidiaries,
including, without limitation, the Company’s Code of Business Conduct (Ethics) Policy and any
employment or non-disclosure agreement, (iii) proven dishonesty in the performance of the
Participant’s duties, (iv) the Participant’s conviction or a plea of guilty or nolo contendere to a
felony or crime of moral turpitude, or (v) the Participant’s alcohol or drug abuse; provided,
however, the Participant shall not be deemed to have been dismissed for cause unless and until
there shall have been delivered to the Participant a copy of a resolution duly adopted by the Board
or the Committee at a meeting duly called and held for the purpose (after reasonable notice to the
Participant and an opportunity for the Participant, together with his or her counsel, to be heard
before the Board or Committee),
finding that in the good-faith, reasonable opinion of the Board or Committee, the Participant
was guilty of the conduct set forth in this sentence and specifying the particulars in detail.



SECTION 14

GENERAL PROVISIONS



The following provisions shall supplement Section 14(a) of the Plan with respect to Awards to
Non-Employee Directors:




     (a) Termination of Status as a Director. Except as provided in Sections
14(b), 14(c) and 14(d) below:



			
	 	 	 
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          (i) Effect of Termination on Optionee. A Participant holding an Option who ceases to
be a Non-Employee Director may, but only until the earlier of (A) the date the Option held by the
Participant expires, or (B) ninety (90) days after the date such Participant ceases to be a
Non-Employee Director (or in each case, such shorter period as may be provided in the Option
Agreement), exercise the Option to the extent that the Participant was entitled to exercise it on
such date, unless the Committee further extends such period in its sole discretion. To the extent
that the Participant is not entitled to exercise an Option on the date his or her Services cease,
or if the Participant does not exercise it within the time specified herein, such Option shall
terminate. The Committee shall have the authority to determine the date a Participant ceases to be
a Non-Employee Director.




          (iv) Effect of Termination of Directorship on Restricted ASD Award Holders. In the
event a Non-Employee Director ceases to perform Services for the Company for any reason other than
(A) those set forth in Sections 14(c) or 14(d), (B) retirement with the consent of
the Board, or (C) involuntary termination without “Cause,” as defined in Section 11(e),
during the Restriction Period, then any Restricted ADSs held by such Non-Employee Director that are
still subject to restrictions on the date such Non-Employee Director ceases to be a Non-Employee
Director shall be forfeited automatically and returned to the employee benefit trust established in
connection with the Plan.



The following provision shall replace Section 14(d) of the Plan with respect to Awards to
Non-Employee Directors:




     (d) Death of a Participant. In the event a Participant’s death occurs
during the term of an Option held by such Participant and, on the date of death, the
Participant was a Non-Employee Director, the Option may be exercised in whole or in
part to the extent that the Participant was entitled to exercise it on such date, but
only until the earlier of the date (i) the Option held by the Participant expires, or
(ii) twelve (12) months from the date of the Participant’s death, effective May 31,
2006, by the individual
designated by the Participant pursuant to Section 14(g) as his or
her beneficiary (if applicable), or by the executor or administrator of the
Participant’s estate. To the extent the Option is not entitled to be
exercised on the date of the Participant’s death, or if the Option is not
exercised within the time specified herein, such Option shall terminate.



			
	 	 	 
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ANNEX 2 TO THE




ENSCO INTERNATIONAL INCORPORATED




2005 LONG-TERM INCENTIVE PLAN




(As Revised and Restated on December 22, 2009 and

As Assumed by Ensco International plc as of December 23, 2009)



This Annex 2 to the ENSCO International Incorporated 2005 Long-Term Incentive Plan (As Revised and
Restated on December 22, 2009 and As Assumed by Ensco International plc as of December 23, 2009)
governs the grant of Performance Unit Awards that are payable in (i) cash, (ii) either cash or
ADSs, or (iii) a combination of ADSs and cash. Performance Unit Awards granted pursuant to this
Annex 2 are subject to all of the terms and conditions set forth in the Plan except as modified by
the following provisions which shall replace and/or supplement certain provisions of the Plan as
indicated.




SECTION 2

DEFINITIONS



The following definition shall replace the definition of Performance Unit Award in Section 2 of the
Plan:




     “Performance Unit Award” shall mean an Award payable in (i) cash, (ii) either cash or
ADSs, or (iii) a combination of ADSs and cash, granted to a Participant who is an Employee that is
paid solely on account of the attainment of a specified performance target in relation to one or
more Performance Goals, and which is subject to such applicable terms, conditions, and limitations
as the Committee may establish and set forth in the applicable Award Agreement in order to fulfill
the objectives of this Plan.



SECTION 8

PERFORMANCE UNIT AWARDS



The following provision shall supplement Section 8(a) of the Plan:



(a) Grant of Performance Unit Awards. The Committee may grant Performance Unit Awards
under this Annex 2 payable in the form of (i) cash, (ii) either cash or ADSs, or (iii) a
combination of ADSs and cash to the eligible Employees determined under Section 4(a).




SECTION 9

ISSUANCE OF ADSS; PAYMENT; TAX WITHHOLDING;




NON-U.K. OR U.S. PARTICIPANTS



The following provision shall supplement Section 9(b) of the Plan:




			
	 	 	 
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	2005 Long-Term Incentive Plan
	 	 






 









 





(b) Eligibility for Payment for a Performance Unit Award. Payments under this Annex 2 with
respect to any such Performance Unit Award shall be made in (i) cash in one lump sum payment, (ii)
cash or by issuance of ADSs with an aggregate Fair Market Value (determined as of the date of
issuance) equal to the aggregate amount payable, or (iii) a combination of ADSs and cash.




SECTION 11

RETURN OF PROCEEDS



The following provision shall replace Section 11(d) of the Plan:




     (d) Vested Performance Unit Awards and the Proceeds Therefrom. If Performance Unit
Award grants held by the Participant vest and become payable within one (1) year of the date of
Termination, and if the Committee, in its sole discretion, has so provided in the Award Agreements
evidencing such Performance Unit Award, the Participant shall remit to the Company or its designee
an amount in good funds equal to the sum of (i) the Fair Market Value of the ADSs issued in
settlement of that Performance Unit Award, if any, computed as of the date of issuance of such
ADSs, and (ii) the lump sum cash payment received pursuant to the Performance Unit Award.



			
	 	 	 
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	2005 Long-Term Incentive Plan